PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
485BPOS, 1999-06-04
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AS FILED WITH THE SEC ON _______________.              REGISTRATION NO. 33-38271

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-6

                         POST-EFFECTIVE AMENDMENT NO. 13

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

                                   ----------

                                   PRUCO LIFE
                           VARIABLE UNIVERSAL ACCOUNT
                           --------------------------
                              (Exact Name of Trust)

                          PRUCO LIFE INSURANCE COMPANY
                          ----------------------------
                               (Name of Depositor)

                              213 WASHINGTON STREET
                          NEWARK, NEW JERSEY 07102-2992
                                 (800) 286-7754
          -------------------------------------------------------------
          (Address and telephone number of principal executive offices)

                                   ----------

                                THOMAS C. CASTANO
                               ASSISTANT SECRETARY
                          PRUCO LIFE INSURANCE COMPANY
                              213 WASHINGTON STREET
                          NEWARK, NEW JERSEY 07102-2992
                     ---------------------------------------
                     (Name and address of agent for service)

                                    Copy to:
                                JEFFREY C. MARTIN
                                 SHEA & GARDNER
                         1800 MASSACHUSETTS AVENUE, N.W.
                             WASHINGTON, D.C. 20036

                                   ----------


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

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

     [X] on June 3, 1999 pursuant to paragraph (b) of Rule 485
            ------------
               (date)

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

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


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<PAGE>



                              CROSS REFERENCE SHEET
                          (AS REQUIRED BY FORM N-8B-2)


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

        1.                   Cover Page

        2.                   Cover Page

        3.                   Not Applicable

        4.                   Sale of the Contract and Sales Commissions

        5.                   Pruco Life Variable Universal Account

        6.                   Pruco Life Variable Universal Account

        7.                   Not Applicable

        8.                   Not Applicable

        9.                   Litigation

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

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

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

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

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

       15.                   Brief Description of the Contract; Premiums;
                             Allocation of Premiums; Transfers

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

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

       18.                   Pruco Life Variable Universal Account; Cash
                             Surrender Value

       19.                   Reports to Contract Owners



<PAGE>



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

       20.                   Not Applicable

       21.                   Contract Loans

       22.                   Not Applicable

       23.                   Not Applicable

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

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

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

       27.                   Pruco Life Insurance Company

       28.                   Pruco Life Insurance Company; Directors and
                             Officers

       29.                   Pruco Life Insurance Company

       30.                   Not Applicable

       31.                   Not Applicable

       32.                   Not Applicable

       33.                   Not Applicable

       34.                   Not Applicable

       35.                   Pruco Life Insurance Company

       36.                   Not Applicable

       37.                   Not Applicable

       38.                   Sale of the Contract and Sales Commissions

       39.                   Sale of the Contract and Sales Commissions

       40.                   Not Applicable

       41.                   Sale of the Contract and Sales Commissions

       42.                   Not Applicable

       43.                   Not Applicable

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

       45.                   Not Applicable

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



<PAGE>



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

       47.                   Pruco Life Variable Universal Account

       48.                   Not Applicable

       49.                   Not Applicable

       50.                   Not Applicable

       51.                   Not Applicable

       52.                   Substitution of Series Fund Shares

       53.                   Tax Treatment of Contract Benefits

       54.                   Not Applicable

       55.                   Not Applicable

       56.                   Not Applicable

       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) II
                             Variable Life Insurance

                                   PROSPECTUS


                                   Pruco Life
                           Variable Universal Account

                                  June 7, 1999










                          PRUCO LIFE INSURANCE COMPANY








<PAGE>


PROSPECTUS


JUNE 7, 1999


PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

                                PRUSELECT(SM) II


This prospectus describes certain individual flexible premium variable universal
life insurance contracts, PRUSELECT(SM) II Variable Life Insurance Contracts*
(the "Contract"), issued by Pruco Life Insurance Company ("Pruco Life", "us", or
"we"), a stock life insurance company. Pruco Life is a wholly-owned subsidiary
of The Prudential Insurance Company of America ("Prudential"). These Contracts
provide individual universal life insurance coverage with flexible premium
payments and variable investment options. 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 have a choice of death benefit plans. Under the first plan, the death
benefit generally remains fixed in the amount or amounts scheduled at the outset
of the Contract (the "face amount"). Under the second plan, the death benefit
varies daily with the investment performance of the chosen subaccounts. Under
either plan, your death benefit will never be less than the face amount,
regardless of investment experience, as long as the Contract remains inforce.
The Contracts also have a cash surrender value which generally increases with
the payment of each premium, decreases to reflect charges made by Pruco Life,
and varies daily with investment performance of the chosen subaccounts. There is
no guaranteed minimum cash surrender value.


You may choose to invest your Contract's premiums in one or more of 20 available
subaccounts of the Pruco Life Variable Universal Account (the "Account"), each
of which invests in a corresponding portfolio of the Funds indicated below:

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


Money Market               Conservative Balanced      Equity
Diversified Bond           Flexible Managed           Prudential Jennison
Government Income          High Yield Bond            Small Capitalization Stock
Zero Coupon Bond 2000      Stock Index                Global
Zero Coupon Bond 2005      Equity Income              Natural Resources


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 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
  PREMIUMS..................................................................  2
  CHARGES...................................................................  2
  DEATH BENEFITS............................................................  3
  REFUND....................................................................  4

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY,
  PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT, AND THE VARIABLE
  INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT ..........................  5
  PRUCO LIFE INSURANCE COMPANY..............................................  5
  PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT.....................................  5
  THE FUNDS.................................................................  6

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS........................  8
  REQUIREMENTS FOR ISSUANCE OF A CONTRACT...................................  8
  SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"..............................  8
  PREMIUMS..................................................................  9
  ALLOCATION OF PREMIUMS....................................................  9
  TRANSFERS.................................................................  9
  CHARGES AND EXPENSES...................................................... 10
  REFUNDS OF SALES CHARGES.................................................. 13
  REDUCTION OF CHARGES...................................................... 13
  CASH SURRENDER VALUE...................................................... 14
  DEATH BENEFIT............................................................. 14
  PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE................................ 14
  INCREASES IN FACE AMOUNT.................................................. 15
  DECREASES IN FACE AMOUNT.................................................. 15
  ILLUSTRATIONS  OF CASH SURRENDER  VALUES, DEATH BENEFITS,
    AND ACCUMULATED PREMIUMS................................................ 16
  CONTRACT LOANS............................................................ 17
  WHEN PROCEEDS ARE PAID.................................................... 17
  TAX TREATMENT OF CONTRACT BENEFITS........................................ 18
  LAPSE AND REINSTATEMENT................................................... 19
  LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS....... 19
  EXCHANGE RIGHT AVAILABLE IN SOME STATES................................... 20
  REDUCED PAID-UP INSURANCE OPTION AVAILABLE IN SOME STATES................. 20
  OTHER GENERAL CONTRACT PROVISIONS......................................... 20
  VOTING RIGHTS............................................................. 20
  SUBSTITUTION OF FUND SHARES............................................... 21
  REPORTS TO CONTRACT OWNERS................................................ 21
  SALE OF THE CONTRACT AND SALES COMMISSIONS................................ 21
  STATE REGULATION.......................................................... 22
  EXPERTS................................................................... 22
  LITIGATION................................................................ 22
  YEAR 2000 COMPLIANCE...................................................... 22
  ADDITIONAL INFORMATION.................................................... 24
  FINANCIAL STATEMENTS...................................................... 24

DIRECTORS AND OFFICERS...................................................... 25

FINANCIAL STATEMENTS OF 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 Contract
years since then.

CASH SURRENDER VALUE--The amount payable to the Contract owner upon surrender of
the Contract. It is equal to the Contract Fund plus any refund of sales charges
due, minus any Contract debt and applicable charges.

CONTRACT--Pruco Life Pruselect( Variable Life Insurance Policy, an individual
flexible premium variable universal life insurance contract.

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

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

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

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

CONTRACT OWNER--The individual or entity that purchases the Contract.

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

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

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


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


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

LOAN VALUE--The maximum amount that a Contract owner may borrow.

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

NET AMOUNT AT RISK--The amount by which the death benefit exceeds the Contract
Fund.


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


PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT (THE "ACCOUNT")--A separate account of
Pruco Life registered as a unit investment trust under the Investment Company
Act of 1940.




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


US, WE--Pruco Life Insurance Company ("Pruco Life").


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.


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 variable 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 ("Pruco Life", "us", or
"we"). 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. You may invest
premiums in one or more of the 20 available subaccounts. Your Contract Fund
value changes every day depending upon Contract charges, described in the chart
below, and upon the change in the value of the particular subaccounts 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 the subaccounts
you choose.

PREMIUMS

You have flexibility with respect to the payment of premiums. You must pay an
initial premium for the Contract to be issued. Thereafter, you may generally
select the amount and timing of premium payments.

You are not required to pay any specific premium level to ensure that the
Contract remains inforce. The Contract will not lapse as long as the Contract
Fund is sufficient to pay the monthly charges. The payment of any specified
premium level does not guarantee that the Contract will remain inforce. See
LAPSE AND REINSTATEMENT, page 19.

You may choose to have the premiums (after deduction of a $2 administrative
charge, any applicable taxes attributable to premiums, and a sales load)
invested in one or more of 20 subaccounts. Each subaccount is invested in a
corresponding portfolio of a mutual fund (a "Fund"). Information about the Fund
portfolios can be found under The Funds, on page 6 and in the prospectuses for
the Funds. Because you may invest premiums in these various subaccounts, the
Contract offers an opportunity for the cash surrender value to appreciate more
rapidly than it would under comparable fixed-benefit life insurance. You must
accept the risk that, if investment performance is unfavorable, the cash
surrender value may not appreciate as rapidly or may decrease in value.


CHARGES

We deduct certain charges from each premium payment and from the amounts held in
the designated subaccount[s]. All these charges, which are largely designed to
cover insurance costs and risks as well as sales and administrative expenses,
are fully described under CHARGES AND EXPENSES, page 10. In brief, Pruco Life
may make the following charges:


                                       2
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<PAGE>


================================================================================
           ---------------------------------------------------------
                               PREMIUM PAYMENT
           ---------------------------------------------------------
                                       |
                       -----------------------------
                        o  less charge for taxes
                           attributable to premiums
                        o  less $2 processing fee
                       -----------------------------
                                       |
           ---------------------------------------------------------
              o  less a front-end sales load of not more than 8%
           ---------------------------------------------------------
                                       |
- -------------------------------------------------------------------------------
                            INVESTED PREMIUM AMOUNT

 o  To be invested in one or a combination of the 20 available portfolios of
    the Funds.

- -------------------------------------------------------------------------------
                                       |
- -------------------------------------------------------------------------------
                                  DAILY CHARGES

 o  We deduct a daily mortality and expense risk charge, equivalent to an
    annual rate of up to 0.9%, from the subaccount assets.
 o  We deduct management fees and expenses from the Fund assets.

- -------------------------------------------------------------------------------
                                       |
- -------------------------------------------------------------------------------
                                 MONTHLY CHARGES

 o  We deduct an administrative charge of up to $4 plus up to $0.04 per $1,000
    of face amount of insurance from the Contract Fund.
 o  We deduct a charge for anticipated mortality (the "cost of insurance
    charge") with the maximum charge based on 100% of the 1980 Commissioners
    Standard Ordinary Mortality Tables ("1980 CSO Tables"), with appropriate
    adjustments for substandard rating classes.
- -------------------------------------------------------------------------------
                                       |
- -------------------------------------------------------------------------------
                         POSSIBLE ADDITIONAL CHARGES

 o  We deduct an administrative processing charge of up to $15 in connection
    with each partial withdrawal of excess cash surrender value.
 o  We deduct an administrative processing charge of up to $15 in connection
    with each decrease in face amount.
- -------------------------------------------------------------------------------

Under certain circumstances, Contract owners may receive a refund of a portion
of the sales charge. See REFUNDS OF SALES CHARGES, page 13.

DEATH BENEFITS

You have a choice of either fixed or variable death benefit plans. Under the
fixed death benefit plan, the death benefit generally remains fixed in amount,
unless it is increased to ensure that the Contract continues to satisfy the
Internal Revenue Code's definition of life insurance, and only the cash
surrender value will vary with investment experience. Under the variable death
benefit plan, both your death benefit and cash surrender value will vary with
investment experience.

However, the death benefit of an inforce Contract will never be less than the
face amount regardless of investment experience. There is no minimum cash
surrender value under either death benefit plan.


                                       3
================================================================================
<PAGE>


================================================================================
REFUND

For a limited time, a Contract may be returned in accordance with the terms of
the "free-look" provision. See SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK",
page 8.

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

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

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

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 ANOTHER CONTRACT AND YOU SHOULD CONSULT 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.


                                       4
================================================================================
<PAGE>


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

PRUCO LIFE INSURANCE COMPANY


Pruco Life is a stock life insurance company, organized in 1971 under the laws
of the State of Arizona. It is licensed to sell life insurance and annuities in
the District of Columbia, Guam, and in all states except New York. These
Contracts are not offered in any state in which the necessary approvals have not
been obtained. 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 (the "Company") 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.
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.

As of December 31, 1998, Prudential has invested over $442 million in Pruco Life
in connection with Pruco Life's organization and operation. Prudential may make
additional capital contributions to Pruco Life as needed to enable it to meet
its reserve requirements and expenses in connection with its business.
Prudential is under no obligation to make such contributions and its assets do
not back the benefits payable under the Contract. Pruco Life's consolidated
financial statements begin on page B1 and should be considered only as bearing
upon Pruco Life's ability to meet its obligations under the Contracts.

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

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"). as a unit investment trust, which
is a type of investment company. This does not involve any supervision by the
SEC of the management or investment policies or practices of the Account. For
state law purposes, the Account is treated as a part or division of Pruco Life.
Currently, you may invest in one or a combination of 20 available subaccounts
within the Account, each of which invests in a single corresponding portfolio of
the Funds. Pruco Life may add There are currently fifteen subaccounts within the
Account, each of which invests in a single corresponding portfolio of the Series
Fund. additional subaccounts in the future. The Account's financial statements
begin on page A1.



                                       5
<PAGE>



 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  GOVERNMENT INCOME 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 money market
   instruments issued by the U.S. government or its agencies, as well as by
   corporations and banks, both domestic and foreign.

o  ZERO COUPON BOND PORTFOLIOS - 2000 AND 2005: The investment objectives are
   the highest predictable compound investment for a specific period of time,
   consistent with the safety of invested capital. The Portfolios invest in debt
   obligations of the United States Treasury and corporations that have been
   issued without interest coupons, or have been stripped of their interest
   coupons, or have interest coupons that have been stripped from the debt
   obligation.

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  SMALL CAPITALIZATION STOCK PORTFOLIO: The investment objective is to achieve
   long-term growth of capital. The Portfolio attempts to duplicate the price
   and yield performance of the Standard & Poor's Small Capitalization Index
   (the S&P SmallCap Index).

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.



                                       6
<PAGE>




o  NATURAL RESOURCES PORTFOLIO: The investment objective is to achieve long-term
   growth of capital. The Portfolio invests primarily in common stocks and
   convertible securities of natural resource companies and securities that are
   related to the market value of some natural resource.


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.


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(SM):

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.



                                       7
<PAGE>




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 10, and
are more fully described in the prospectus for each Fund.

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 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.


                  DETAILED INFORMATION FOR PROSPECTIVE CONTRACT
                                     OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

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

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

SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"

Generally, 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.


                                       8
<PAGE>



PREMIUMS

Pruco Life sets a minimum initial premium for issuance of a Contract. Within
certain maximum and minimum limitations, premiums may generally be paid in any
desired frequency or amount. The minimum premium Pruco Life will accept is $25
and Pruco Life reserves the right to limit premiums in any year to $10,000.
Payment of premiums in excess of certain amounts will cause the Contract to
become a Modified Endowment Contract, which affects the tax treatment of
pre-death distributions under the Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 18. Pruco Life may refuse to accept a premium that will increase
the death benefit by more than the Contract Fund. See DEATH BENEFIT, page 14.

ALLOCATION OF PREMIUMS

On the Contract date, Pruco Life deducts any applicable charge for taxes
attributable to premiums, the $2 processing charge, and the front-end sales
charge from the initial premium, and the first monthly charges are made. See
CHARGES AND EXPENSES, page 10. Except as provided below, the remainder of the
initial premium is allocated among the subaccounts according to your specified
allocation. In certain states, any Contract owner who exercises his or her
short-term cancellation ("free-look") right receives a return of premium with no
adjustment for investment experience. For those Contract owners, the initial
premium remaining after deduction of the charges described above is allocated to
the Money Market Subaccount until the end of the free-look period. If receipt of
the first premium precedes the Contract date, there will be a period during
which the Contract owner's initial premium will not be invested.

The charge for taxes attributable to premiums, the $2 processing charge, and the
front-end sales charge also apply to all subsequent premium payments. (The
front-end sales charge on premiums after the first year is generally reduced to
5%, but Pruco Life reserves the contractual right to charge up to 8%.) The
remainder is 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.
The percentage of the invested premium that you may allocate to a particular
subaccount must be at least 10% on the date the allocation takes effect. All
percentage allocations must be in whole numbers. For example, 33% can be
selected but 33(% cannot. Of course, the total allocation to all selected
subaccount[s] must equal 100%.

TRANSFERS

If the Contract is not in default, you may, up to four times in each Contract
year, transfer amounts from one subaccount to another subaccount. Currently, you
may make additional transfers with our consent and without charge. All or a
portion of the amount credited to a subaccount may be transferred. The minimum
transfer is the lesser of $250 or the amount invested in a particular
subaccount.

Transfers among subaccounts will take effect as of the end of the valuation
period in which a proper transfer request is received at a Home Office. The
request may be in terms of dollars, such as a request to transfer $10,000 from
one subaccount to another, or may be in terms of a percentage reallocation among
subaccounts. In the latter case, as with premium reallocations, the percentages
must be in whole numbers. 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 the Contract owner
elects not to have this privilege. Telephone transfers may not be available on
Contracts that are assigned, see ASSIGNMENT, page 20, 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 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.

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

Unless otherwise restricted, a transfer takes effect on the date that proper
notice is received at a Home Office.



                                       9
<PAGE>

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

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 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. We reserve the right to increase each current
charge, up to the maximum charge, without giving any advance notice.

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

1.  We deduct a charge from each premium payment for taxes attributable to
    premiums. For these purposes, "taxes attributable to premiums" includes any
    federal, state or local income, premium, excise, business or any other type
    of tax measured by or based upon the amount of premium received by Pruco
    Life. Currently, two such charges are made. The first is a charge for state
    and local premium-based taxes. These taxes vary by state, and in some states
    by locality. The tax rates generally range from 0.75% to 5% (but in some
    instances it may exceed 5%) with the most common level being 2% of premiums.
    The second charge is for federal income taxes measured by premiums and is
    equal to 1.25% of premiums. Pruco Life believes that this charge is a
    reasonable estimate of an increase in its federal income taxes resulting
    from a 1990 change in the Internal Revenue Code. It is intended to recover
    this increased tax. During 1998, 1997, and 1996, Pruco Life received a total
    of approximately $1,907,082, $2,221,646, and $2,213,536, respectively, in
    charges for payment of taxes attributable to premiums.

2.  We deduct an administrative charge of $2 from each premium payment to cover
    the cost of collecting and processing premiums. During 1998, 1997, and 1996,
    Pruco Life received a total of approximately $4,881, $6,491, and $9,339,
    respectively, in processing charges.

3.  We deduct a charge from each premium payment for sales expenses. This
    charge, often called a "sales load", is deducted to compensate us for the
    costs of selling the Contracts, including commissions, advertising, and the
    printing and distribution of prospectuses and sales literature. This charge
    consists of a deduction of up to 8% of the premium remaining after the
    charge for taxes attributable to premiums and the $2 administrative charge
    have been deducted. On a non-guaranteed basis, Pruco Life intends to charge
    a 7% sales load on first year payments and only a 5% sales load on
    subsequent payments. A portion of the sales load may be refunded to you if
    the Contract is surrendered during the first three Contract years. Under
    certain circumstances, Pruco Life may, on a non-guaranteed basis, reduce or
    refund sales and certain other expenses. See REFUNDS OF SALES CHARGES, page
    13 and REDUCTION OF CHARGES, page 13. During 1998, 1997, and 1996, Pruco
    Life received a total of approximately $2,873,299, $3,112,516, and
    $3,398,250, respectively, in sales load charges.

4.  On each Monthly date, (i.e., the Contract date and the same day of each
    succeeding month), we reduce the Contract Fund by an administrative charge
    of up to $4 plus up to $0.04 per $1,000 of face amount of insurance.
    Currently, this charge is not more than $8 per month on a non-guaranteed
    basis. This charge compensates Pruco Life for administrative expenses
    incurred, among other things, in issuing the Contract, processing claims,
    paying cash surrender values and death benefits, keeping records, and
    communicating with Contract owners. During 1998, 1997, and 1996, Pruco Life
    received a total of approximately $140,287, $262,737, and $265,639,
    respectively, in monthly administrative charges.

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


                                       10
<PAGE>



    maximum rate that Pruco Life may charge under Contracts issued on a
    guaranteed issue basis which are not in a substandard risk class is 100% of
    the applicable rates of the composite 1980 CSO Tables. Higher rates apply if
    the insured is determined to be in a substandard risk class. Current cost of
    insurance rates are typically lower than the maximum rates.

6.  We may deduct an extra monthly risk charge for aviation, occupational or
    temporary extra risks.

7.  We deduct a charge for assuming mortality and expense risks. This is done by
    deducting daily, from the assets of each of the subaccounts, a percentage of
    those assets up to an effective annual rate of 0.9%. Pruco Life currently
    intends to charge only 0.6% on these Contracts, but reserves the right to
    make the full 0.9% charge. The mortality risk assumed is that insureds may
    live for a shorter period of time than Pruco Life estimated when it
    determined what mortality charges to make. The expense risk assumed is that
    expenses will be greater than Pruco Life estimated in fixing its
    administrative charges. During 1998, 1997, and 1996, Pruco Life received a
    total of approximately $1,913,030, $1,558,648, and $1,049,292, respectively,
    in mortality and expense risk charges.

8.  In connection with each partial withdrawal of cash surrender value, we
    deduct an administrative processing charge, which is the lesser of: (a) $15
    or; (b) 2% of each withdrawal. See PARTIAL WITHDRAWAL OF CASH SURRENDER
    VALUE, page 14.

9.  We deduct an administrative processing charge of up to $15 in connection
    with each decrease in face amount. See DECREASES IN FACE AMOUNT, page 15.

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


The total expenses of each portfolio for the year 1998, expressed as a
percentage of the average assets during the year, are shown below:


                                       11
<PAGE>



<TABLE>
<CAPTION>
==================================== ============ ================ ================
                                      INVESTMENT   OTHER EXPENSES   TOTAL EXPENSES
              PORTFOLIO                ADVISORY    (AFTER EXPENSE   (AFTER EXPENSE
                                          FEE      REIMBURSEMENT)   REIMBURSEMENT)
- ------------------------------------ ------------ ---------------- ----------------
<S>                                  <C>           <C>               <C>
SERIES FUND
  MONEY MARKET                           0.40%           0.01%            0.41%
  DIVERSIFIED BOND                       0.40%           0.02%            0.42%
  GOVERNMENT INCOME                      0.40%           0.03%            0.43%
  ZERO COUPON BOND 2000 (1)              0.40%           0.00%            0.40%
  ZERO COUPON BOND 2005 (1)              0.40%           0.00%            0.40%
  CONSERVATIVE BALANCED                  0.55%           0.02%            0.57%
  FLEXIBLE MANAGED                       0.60%           0.01%            0.61%
  HIGH YIELD BOND (1)                    0.55%           0.03%            0.58%
  STOCK INDEX (1)                        0.35%           0.02%            0.37%
  EQUITY INCOME (1)                      0.40%           0.02%            0.42%
  EQUITY                                 0.45%           0.02%            0.47%
  PRUDENTIAL JENNISON                    0.60%           0.03%            0.63%
  SMALL CAPITALIZATION STOCK             0.40%           0.07%            0.47%
  GLOBAL                                 0.75%           0.11%            0.86%
  NATURAL RESOURCES (1)                  0.45%           0.04%            0.49%
AIM VARIABLE INSURANCE FUNDS, INC.
  AIM V.I. VALUE FUND (2)                0.61%           0.05%            0.66%
AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC.
  VP VALUE PORTFOLIO (3)                 1.00%           0.00%            1.00%
JANUS ASPEN SERIES
  GROWTH PORTFOLIO (4)                   0.65%           0.03%            0.68%
MFS(R)VARIABLE INSURANCE TRUST(SM)
  EMERGING GROWTH SERIES                 0.75%           0.10%            0.85%
T. ROWE PRICE INTERNATIONAL
SERIES,INC.
  INTERNATIONAL STOCK PORTFOLIO (5)      1.05%           0.00%            1.05%
==================================== ============ ================ ===============
</TABLE>

- ----------
(1) For some of the portfolios, the actual expenses were higher than those shown
    in the second and third columns. Pruco Life, on a non-guaranteed basis,
    makes daily adjustments that offset the effect of some of the expenses
    incurred by certain portfolios. Pruco Life currently makes such adjustments
    to ensure that the portfolio expenses indirectly borne by a Contract owner
    investing in:

    o  the Zero Coupon Bond Portfolios will not exceed the investment management
       fee;

    o  the Stock Index Portfolio will not exceed the investment management fee
       plus 0.05% of the average daily net assets of the portfolio; and (3); and

    o  the High Yield Bond, Equity Income and Natural Resources Portfolios will
       not exceed the investment management fee plus 0.1% of the average daily
       net assets of the portfolio.


    Without such adjustments, the portfolio expenses indirectly borne by a
    Contract owner, expressed as a percentage of the average daily net assets by
    portfolio, would have been 0.62% for the Zero Coupon Bond Portfolio 2000 and
    0.61% for the Zero Coupon Bond Portfolio 2005 during 1998. No such
    adjustments were necessary for the High Yield Bond, Stock Index, Equity
    Income, and Natural Resources Portfolios in 1998. Pruco Life does not
    intend Pruco Life intends to continue these adjustments in the future,
    although we retain the right to discontinue them.

(2) AIM may from time to time voluntarily waive or reduce its respective fees.
    Effective May 1, 1999, the Fund will reimburse AIM in an amount up to 0.25%
    of the average net asset value of the Fund for expenses incurred in
    providing, or assuring that participating insurance companies provide,
    certain administrative services. Currently, the fee only applies to the
    average net asset value of each Fund in excess of the net asset value of
    each Fund as calculated on April 30, 1999.

(3) Fees are all-inclusive.

(4) 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,



                                       12
<PAGE>




    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.

(5) The investment management fee includes the ordinary expenses of operating
    the Portfolio.

    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.


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

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

REFUNDS OF SALES CHARGES

If the Contract is surrendered within the first three Contract years, and it's
not in default, Pruco Life will return any sales charges deducted from premiums
paid within the 365 days prior to the date Pruco Life receives the surrender
request at a Home Office.

Pruco Life's sales expenses may be reduced if a number of Contracts with
aggregate first-year premiums exceeding $5 million are purchased by one
employer, or by employees affiliated with a common employer. On a non-guaranteed
basis, we may refund a portion of the sales load collected on such Contracts.
Currently, Pruco Life intends to do so by adding an amount equal to 3% of the
aggregate first year premiums between $5 million to $10 million, and 6% of the
premiums in excess of $10 million, plus interest as determined by Pruco Life, to
the Contract Fund of such Contracts at the end of the first Contract year.

Any such refund will be generated only by that portion of the aggregate first
year premiums over $5 million that 1) does not exceed the "7-pay" premium amount
as defined under section 7702A of the Internal Revenue Code, and 2) is received
within 11 months of the first Contract date for that employer. Each Contract's
portion of the total refund will be proportional to that Contract's contribution
to the total aggregate first year premiums eligible for the refund.

Beginning with Contracts sold on or after March 21, 1997, a portion of the sales
load may be refunded on a non-guaranteed basis if aggregate premiums paid within
the first 11 months of the Contract date, under all Contracts purchased by an
employer or by employees affiliated with a common employer (a) exceed two times
the "7-pay" premium amount, as defined under section 7702A of the Internal
Revenue Code, and (b) exceed $5 million. Currently, Pruco Life is doing so by
adding an amount, equal to 4% of the aggregate premiums paid within the first 11
months of the Contract date in excess of the 7-pay limit, to the Contract Fund
at the end of the first Contract year.

Additional non-guaranteed refunds of sales load may be made based on such
factors as total aggregate premiums of a certain amount over a given period of
time and the persistency of the Contracts.

REDUCTION OF CHARGES

In addition to the refund of sales charges noted above, Pruco Life reserves the
right to reduce the sales charges and/or other charges on certain multiple life
sales, where it is expected that the amount or nature of such multiple sales
will result in savings of sales, administrative or other costs. Pruco Life
determines both the eligibility for such reduced charges, as well as the amount
of such reductions, by considering the following factors:


                                       13
<PAGE>



(1)   the number of individuals;

(2)   the total amount of premium payments expected to be received from these
      Contracts;

(3)   the nature of the association between these individuals, and the expected
      persistency of the individual Contracts;

(4)   the purpose for which the individual Contracts are purchased and whether
      that purpose makes it likely that costs will be reduced; and

(5)   any other circumstances which Pruco Life believes to be relevant in
      determining whether reduced costs may be expected.

Some of the reductions in charges for these sales may be contractually
guaranteed. Pruco Life may withdraw or modify other reductions on a uniform
basis. Pruco Life's reductions in charges for these Contracts will not be
unfairly discriminatory to the interests of any Contract owners.

CASH SURRENDER VALUE

The Contract has a cash surrender value which the owner may obtain while the
insured is living by surrendering the Contract. Surrendering the Contract may
have tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 18. Unlike
traditional fixed-benefit life insurance, however, a Contract's cash surrender
value is not known in advance because it varies daily with the investment
performance of the selected subaccount[s]. It also varies with the amount of
invested premiums and the charges deducted from the Account. The cash surrender
value equals the Contract Fund plus any refund of sales charges due minus any
Contract debt from any outstanding loan. The Contract owner may withdraw part of
the cash surrender value under certain conditions. See PARTIAL WITHDRAWAL OF
CASH SURRENDER VALUE, page 14, and TAX TREATMENT OF CONTRACT BENEFITS, page 18.

There is no minimum cash surrender value. If the Contract Fund is insufficient
to pay monthly charges, the Contract will lapse in 61 days unless a payment
sufficient to keep the Contract inforce is received. See LAPSE AND
REINSTATEMENT, page 19.


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


DEATH BENEFIT

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

If the Contract is in default and the insured dies in the 61-day grace period,
the death benefit less any overdue charges is payable. If the insured dies after
the grace period, no death benefit is payable. See LAPSE AND REINSTATEMENT, page
19.

You may be able to increase or decrease the face amount of the Contract with
Pruco Life's consent. The Contract may become a Modified Endowment Contract and
may have tax consequences if the face amount is increased or decreased. See
INCREASES IN FACE AMOUNT, below, DECREASES IN FACE AMOUNT, page 15, and TAX
TREATMENT OF CONTRACT BENEFITS, page 18.

PARTIAL WITHDRAWAL OF CASH SURRENDER VALUE

Contract owners may make withdrawals from the Contract Fund. Such withdrawals
may have tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 18. You
may make up to four withdrawals per year, subject to certain requirements. The
amount withdrawn must be at least $2,000 for Contracts with a fixed death
benefit and $500 for Contracts with a variable death benefit. Also, there is an
administrative processing fee equal to the lesser of $15 or


                                       14
<PAGE>



2% of the amount withdrawn. A Contract owner may not designate the subaccounts
from which a withdrawal is to be taken. The amount withdrawn plus the
administrative processing fee will be taken proportionately from the Contract
Fund based on the portion of the total Contract Fund in a particular subaccount.
An amount withdrawn may not be repaid except as a premium subject to the
applicable charges. You must make all requests for withdrawals in writing. Upon
request, we will tell you how much may be withdrawn. Whenever a withdrawal is
made, the face amount may be reduced in order to prevent the net amount at risk
from increasing.

No partial withdrawal is permitted if it would result in a new current face
amount of less than $100,000 under an underwritten Contract or less than $50,000
under a guaranteed issue Contract. It is important to note that if the face
amount is decreased there is a danger that the Contract might be classified as a
Modified Endowment Contract. A withdrawal may affect target premiums and monthly
deductions. You should consult your tax adviser and Pruco Life representative
before making any withdrawal which causes a decrease in face amount. See TAX
TREATMENT OF CONTRACT BENEFITS, page 18. Contract owners who make a partial
withdrawal will be sent replacement Contract pages showing the new face amount.

INCREASES IN FACE AMOUNT

You may elect to increase the face amount[s] of the Contract after the first
Contract anniversary. The following conditions must be met:

(1) you must ask for the increase in writing on an appropriate form;
(2) the amount of the increase in face amount must be at least $25,000;
(3) if more than one face amount is shown in the Contract, each must be
    increased by the same amount unless we consent otherwise;
(4) the insured must supply evidence of insurability for the increase that is
    satisfactory to Pruco Life;
(5) if we request, you must send in the Contract to be suitably endorsed;
(6) the Contract must not be in default on the date the increase takes effect;
(7) if Pruco Life, between the Contract date and the date that your requested
    increase in face amount would take effect, has changed any of the bases on
    which benefits and charges are calculated for newly issued Contracts, then
    we have the right to deny the increase;
(8) you must make any required payment at the time of the increase; and
(9) we have the right to deny more than one increase in a Contract year.

Increases in a Contract's face amount may also affect whether the Contract is a
Modified Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 18.

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

DECREASES IN FACE AMOUNT

You may be permitted to decrease the Contract's face amount[s] without
withdrawing a portion of the Contract Fund. This can be done to reduce monthly
charges. There is an administrative processing charge of up to $15 for each
decrease. Decreases in face amount may be combined with cash withdrawals.

You may elect to decrease the Contract's face amount[s] no earlier than the
first Contract anniversary. The following conditions must be met:

(1) you must ask for the decrease in writing on an appropriate form;
(2) the amount of the decrease in face amount must be at least $10,000;
(3) if more than one face amount is shown in the Contract, each must be
    decreased by the same amount unless we consent otherwise; and
(4) if we request, you must send in the Contract to be suitably endorsed.

Pruco Life reserves the right to refuse to reduce the Contract's face amount[s]
to the extent that this would cause the Contract to fail to qualify as "life
insurance" for purposes of section 7702 of the Internal Revenue Code.



                                       15
<PAGE>


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

You should carefully consider the tax consequences before requesting a decrease
in face amount; if a decrease is effected the Contract may become a Modified
Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 18.

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

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

o   a Contract with a face amount of $100,000 bought by a male, non-smoker of a
    given age, with no extra risks or substandard ratings, and no extra benefit
    riders added to the Contract.

o   the given premium is paid on each Contract anniversary, the deduction for
    taxes attributable to premiums is 3.25% and no loans are taken.

o   the Contract Fund has been invested in equal amounts in each of the 20
    available portfolios of the Funds.


The first four tables (pages T1 through T4) assume target premiums are paid
annually for all years, and the remaining four tables (pages T5 through T8)
assume payment of the 7-pay premiums for seven years. These are the maximum
annual premiums that may be paid in the first seven years without the Contract's
becoming a Modified Endowment Contract under federal tax law. See TAX TREATMENT
OF CONTRACT BENEFITS, page 18. Furthermore, as their headings indicate, the
following eight tables alternate between tables assuming the current charges
will continue for the indefinite future and tables assuming the maximum
contractual charges have been made from the beginning.

Finally, there are three 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 two assumptions are that investment performance will be at a uniform gross
annual rate of 6% and 12%. Actual returns will fluctuate from year to year. In
addition, death benefits and cash surrender values would be different from those
shown if investment returns averaged 0%, 6% and 12% but fluctuated from those
averages throughout the years. Nevertheless, these assumptions help show how the
Contract values change with investment experience.

The first column in the following eight tables (pages T1 through T8) 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 three columns show the death benefit payable
in each of the years shown for the three different assumed investment returns.
The last three columns show the cash surrender value payable in each of the
years shown for the three different assumed investment returns. The cash
surrender values in the first three years reflect the refund of the prior year's
sales charges applicable to surrenders.


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 20 portfolios of 0.59%, and the
daily deduction from the Contract Fund of 0.6% per year for the tables based on
current charges and 0.9% per year for the tables based on maximum charges. Thus,
assuming current charges, gross investment returns of 0%, 6% and 12% are the
equivalent of net investment returns of -1.19%, 4.81% and 10.81%, respectively.
Assuming maximum charges, gross investment returns of 0%, 6% and 12% are the
equivalent of net investment returns of -1.49%, 4.51% and 10.51%, respectively.
The actual fees and expenses of the portfolios associated with a particular
Contract may be more or less than 0.59% and will depend on which subaccounts are
selected. The death benefits and cash surrender values shown reflect the
deduction of all expenses and charges both from the Funds and under the
Contract.


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 35 year old
man, may be useful for a 35 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.



                                       16
<PAGE>



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

                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 35
            ASSUME PAYMENT OF $1,447.03 ANNUAL PREMIUMS FOR ALL YEARS
                              USING CURRENT CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.19% Net)     (4.81% Net)    (10.81% Net)       (-1.19% Net)     (4.81% Net)    (10.81% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>           <C>                   <C>            <C>           <C>
     1           $  1,505          $100,000        $100,000      $  100,000            $ 1,187        $  1,259      $    1,331
     2           $  3,070          $100,000        $100,000      $  100,000            $ 2,260        $  2,474      $    2,697
     3           $  4,698          $100,000        $100,000      $  100,000            $ 3,347        $  3,776      $    4,241
     4           $  6,391          $100,000        $100,000      $  100,000            $ 4,347        $  5,067      $    5,878
     5           $  8,151          $100,000        $100,000      $  100,000            $ 5,401        $  6,490      $    7,768
     6           $  9,982          $100,000        $100,000      $  100,000            $ 6,438        $  7,979      $    9,859
     7           $ 11,886          $100,000        $100,000      $  100,000            $ 7,461        $  9,537      $   12,175
     8           $ 13,867          $100,000        $100,000      $  100,000            $ 8,470        $ 11,169      $   14,742
     9           $ 15,926          $100,000        $100,000      $  100,000            $ 9,464        $ 12,879      $   17,586
    10           $ 18,068          $100,000        $100,000      $  100,000            $10,441        $ 14,665      $   20,735
    15           $ 30,134          $100,000        $100,000      $  109,250            $15,066        $ 24,913      $   42,375
    20           $ 44,813          $100,000        $100,000      $  172,469            $19,121        $ 37,662      $   77,971
    25           $ 62,673          $100,000        $104,487      $  265,361            $22,832        $ 54,511      $  138,438
30 (Age 65)      $ 84,403          $100,000        $127,555      $  402,082            $25,581        $ 75,854      $  239,109
    35           $110,840          $100,000        $153,704      $  608,427            $26,917        $102,618      $  406,209
    40           $143,005          $100,000        $183,814      $  922,432            $25,232        $135,453      $  679,743
    45           $182,138          $100,000(2)     $219,843      $1,409,335            $17,899(2)     $175,316      $1,123,889
</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 50, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.




                                       T1

<PAGE>





                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 35
            ASSUME PAYMENT OF $1,447.03 ANNUAL PREMIUMS FOR ALL YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.49% Net)     (4.51% Net)    (10.51% Net)       (-1.49% Net)     (4.51% Net)    (10.51% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>             <C>                 <C>             <C>            <C>

     1           $  1,505          $100,000        $100,000        $100,000            $ 1,114         $ 1,183        $  1,252
     2           $  3,070          $100,000        $100,000        $100,000            $ 2,095         $ 2,295        $  2,504
     3           $  4,698          $100,000        $100,000        $100,000            $ 3,051         $ 3,448        $  3,879
     4           $  6,391          $100,000        $100,000        $100,000            $ 3,870         $ 4,530        $  5,276
     5           $  8,151          $100,000        $100,000        $100,000            $ 4,777         $ 5,768        $  6,933
     6           $  9,982          $100,000        $100,000        $100,000            $ 5,655         $ 7,047        $  8,752
     7           $ 11,886          $100,000        $100,000        $100,000            $ 6,506         $ 8,371        $ 10,749
     8           $ 13,867          $100,000        $100,000        $100,000            $ 7,329         $ 9,741        $ 12,945
     9           $ 15,926          $100,000        $100,000        $100,000            $ 8,123         $11,157        $ 15,359
    10           $ 18,068          $100,000        $100,000        $100,000            $ 8,887         $12,620        $ 18,015
    15           $ 30,134          $100,000        $100,000        $100,000            $12,200         $20,686        $ 35,928
    20           $ 44,813          $100,000        $100,000        $142,974            $14,434         $30,058        $ 64,637
    25           $ 62,673          $100,000        $100,000        $208,798            $14,991         $40,732        $108,929
30 (Age 65)      $ 84,403          $100,000        $100,000        $296,104            $12,830         $52,809        $176,086
    35           $110,840          $100,000        $100,000        $413,099            $ 5,740         $66,644        $275,800
    40           $143,005          $      0(2)     $111,209        $571,155            $     0(2)      $81,950        $420,886
    45           $182,138          $      0        $122,401        $786,476            $     0         $97,610        $627,184
</TABLE>

- --------

(1)  Assumes no Contract loan has been made.

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

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.

                                     T2


<PAGE>




                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 55
            ASSUME PAYMENT OF $3,670.28 ANNUAL PREMIUMS FOR ALL YEARS
                              USING CURRENT CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.19% Net)     (4.81% Net)    (10.81% Net)       (-1.19% Net)     (4.81% Net)    (10.81% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>             <C>                 <C>            <C>             <C>
     1           $  3,817          $100,000        $100,000        $100,000            $ 3,083        $  3,268        $  3,453
     2           $  7,787          $100,000        $100,000        $100,000            $ 5,862        $  6,414        $  6,990
     3           $ 11,915          $100,000        $100,000        $100,000            $ 8,657        $  9,768        $ 10,972
     4           $ 16,209          $100,000        $100,000        $100,000            $11,221        $ 13,089        $ 15,194
     5           $ 20,675          $100,000        $100,000        $100,000            $13,908        $ 16,739        $ 20,060
     6           $ 25,319          $100,000        $100,000        $100,000            $16,539        $ 20,549        $ 25,448
     7           $ 30,149          $100,000        $100,000        $100,000            $19,114        $ 24,529        $ 31,422
     8           $ 35,172          $100,000        $100,000        $100,000            $21,655        $ 28,713        $ 38,077
     9           $ 40,395          $100,000        $100,000        $100,000            $24,165        $ 33,115        $ 45,499
10 (Age 65)      $ 45,828          $100,000        $100,000        $100,000            $26,645        $ 37,754        $ 53,787
    15           $ 76,432          $100,000        $100,000        $166,018            $38,395        $ 64,927        $110,840
    20           $113,666          $100,000        $134,519        $276,425            $48,253        $ 99,128        $203,698
    25           $158,966          $100,000(2)     $178,163        $447,904            $55,863(2)     $142,078        $357,186
</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 44, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.


                                       T3


<PAGE>




                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 55
            ASSUME PAYMENT OF $3,670.28 ANNUAL PREMIUMS FOR ALL YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.49% Net)     (4.51% Net)    (10.51% Net)       (-1.49% Net)     (4.51% Net)    (10.51% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>             <C>                 <C>             <C>            <C>
     1           $  3,817          $100,000        $100,000        $100,000            $ 2,614         $ 2,782        $  2,950
     2           $  7,787          $100,000        $100,000        $100,000            $ 4,849         $ 5,332        $  5,837
     3           $ 11,915          $100,000        $100,000        $100,000            $ 6,989         $ 7,938        $  8,970
     4           $ 16,209          $100,000        $100,000        $100,000            $ 8,745         $10,314        $ 12,091
     5           $ 20,675          $100,000        $100,000        $100,000            $10,679         $13,025        $ 15,796
     6           $ 25,319          $100,000        $100,000        $100,000            $12,500         $15,786        $ 19,834
     7           $ 30,149          $100,000        $100,000        $100,000            $14,200         $18,594        $ 24,243
     8           $ 35,172          $100,000        $100,000        $100,000            $15,768         $21,445        $ 29,067
     9           $ 40,395          $100,000        $100,000        $100,000            $17,192         $24,332        $ 34,358
10 (Age 65)      $ 45,828          $100,000        $100,000        $100,000            $18,458         $27,255        $ 40,180
    15           $ 76,432          $100,000        $100,000        $120,019            $22,048         $42,507        $ 80,129
    20           $113,666          $100,000        $100,000        $190,500            $18,648         $59,208        $140,380
    25           $158,966          $100,000(2)     $100,060        $284,362            $   691(2)      $79,794        $226,768
</TABLE>

- ---------

(1)  Assumes no Contract loan has been made.

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

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.


                                       T4



<PAGE>




                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 35
            ASSUME PAYMENT OF $3,897 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.19% Net)     (4.81% Net)    (10.81% Net)       (-1.19% Net)     (4.81% Net)    (10.81% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>           <C>                   <C>            <C>           <C>
     1           $  4,053          $100,000        $100,000      $  100,000            $ 3,533        $  3,738      $    3,942
     2           $  8,268          $100,000        $100,000      $  100,000            $ 6,763        $  7,382      $    8,026
     3           $ 12,651          $100,000        $100,000      $  100,000            $10,029        $ 11,282      $   12,637
     4           $ 17,210          $100,000        $100,000      $  100,000            $13,068        $ 15,182      $   17,559
     5           $ 21,952          $100,000        $100,000      $  100,000            $16,256        $ 19,467      $   23,225
     6           $ 26,883          $100,000        $100,000      $  101,796            $19,405        $ 23,960      $   29,507
     7           $ 32,011          $100,000        $100,000      $  121,657            $22,518        $ 28,672      $   36,450
     8           $ 33,291          $100,000        $100,000      $  129,722            $22,053        $ 29,857      $   40,167
     9           $ 34,623          $100,000        $100,000      $  138,384            $21,590        $ 31,097      $   44,276
    10           $ 36,008          $100,000        $100,000      $  147,676            $21,125        $ 32,394      $   48,814
    15           $ 43,809          $100,000        $102,649      $  205,497            $18,774        $ 39,814      $   79,706
    20           $ 53,300          $100,000        $108,268      $  288,068            $16,200        $ 48,947      $  130,232
    25           $ 64,848          $100,000        $117,339      $  414,841            $13,409        $ 61,215      $  216,422
30 (Age 65)      $ 78,898          $100,000        $128,911      $  605,217            $ 9,547        $ 76,660      $  359,907
    35           $ 95,991          $100,000        $143,783      $  895,763            $ 3,798        $ 95,995      $  598,045
    40           $116,788          $      0(2)     $162,247      $1,340,356            $     0(2)     $119,560      $  987,713
    45           $142,090          $      0        $185,586      $2,031,772            $     0        $147,997      $1,620,259
</TABLE>

- -------

(1)  Assumes no Contract loan has been made.

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

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.


                                       T5


<PAGE>





                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 35
            ASSUME PAYMENT OF $3,897 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.49% Net)     (4.51% Net)    (10.51% Net)       (-1.49% Net)     (4.51% Net)    (10.51% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>           <C>                   <C>             <C>            <C>
     1           $  4,053          $100,000        $100,000      $  100,000            $ 3,456         $ 3,656        $  3,855
     2           $  8,268          $100,000        $100,000      $  100,000            $ 6,560         $ 7,158        $  7,781
     3           $ 12,651          $100,000        $100,000      $  100,000            $ 9,613         $10,815        $ 12,115
     4           $ 17,210          $100,000        $100,000      $  100,000            $12,314         $14,331        $ 16,602
     5           $ 21,952          $100,000        $100,000      $  100,000            $15,265         $18,317        $ 21,892
     6           $ 26,883          $100,000        $100,000      $  100,000            $18,166         $22,478        $ 27,738
     7           $ 32,011          $100,000        $100,000      $  114,058            $21,016         $26,824        $ 34,173
     8           $ 33,291          $100,000        $100,000      $  120,872            $20,392         $27,731        $ 37,427
     9           $ 34,623          $100,000        $100,000      $  128,125            $19,758         $28,665        $ 40,993
    10           $ 36,008          $100,000        $100,000      $  135,840            $19,114         $29,629        $ 44,902
    15           $ 43,809          $100,000        $100,000      $  182,448            $15,654         $34,874        $ 70,766
    20           $ 53,300          $100,000        $100,000      $  245,841            $11,468         $40,798        $111,142
    25           $ 64,848          $100,000        $100,000      $  331,945            $ 5,750         $47,209        $173,175
30 (Age 65)      $ 78,898          $      0(2)     $100,000      $  448,879            $     0(2)      $53,811        $266,937
    35           $ 95,991          $      0        $100,000      $  607,797            $     0         $60,026        $405,788
    40           $116,788          $      0        $100,000      $  824,279            $     0         $64,891        $607,414
    45           $142,090          $      0        $100,000(2)   $1,120,602            $     0         $66,130(2)     $893,636
</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 29, unless an additional premium payment was made. Based on a gross
     return of 6%, the Contract would go into default in policy year 56 unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.


                                       T6


<PAGE>




                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 55
            ASSUME PAYMENT OF $7,633 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.19% Net)     (4.81% Net)    (10.81% Net)       (-1.19% Net)     (4.81% Net)    (10.81% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>             <C>                 <C>            <C>             <C>
     1           $  7,938          $100,000        $100,000        $100,000            $ 6,888        $  7,287        $  7,686
     2           $ 16,194          $100,000        $100,000        $100,000            $13,176        $ 14,387        $ 15,647
     3           $ 24,780          $100,000        $100,000        $100,000            $19,536        $ 21,990        $ 24,645
     4           $ 33,710          $100,000        $100,000        $100,000            $25,457        $ 29,604        $ 34,271
     5           $ 42,997          $100,000        $100,000        $100,000            $31,680        $ 37,994        $ 45,388
     6           $ 52,655          $100,000        $100,000        $107,707            $37,842        $ 46,821        $ 57,746
     7           $ 62,699          $100,000        $101,894        $129,632            $43,949        $ 56,113        $ 71,388
     8           $ 65,207          $100,000        $103,486        $139,250            $43,036        $ 58,504        $ 78,723
     9           $ 67,815          $100,000        $105,200        $149,725            $42,114        $ 61,017        $ 86,842
10 (Age 65)      $ 70,528          $100,000        $107,044        $161,150            $41,183        $ 63,657        $ 95,832
    15           $ 85,808          $100,000        $117,991        $235,304            $36,031        $ 78,775        $157,097
    20           $104,399          $100,000        $131,761        $348,166            $28,493        $ 97,095        $256,565
    25           $127,017          $100,000(2)     $150,865        $528,154            $14,947(2)     $120,309        $421,183
</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 29, unless an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.

                                       T7


<PAGE>





                  PRUSELECT II VARIABLE LIFE INSURANCE CONTRACT
             FIXED DEATH BENEFIT PLAN - MALE PREFERRED ISSUE AGE 55
            ASSUME PAYMENT OF $7,633 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES
<TABLE>
<CAPTION>
                                              Death Benefit (1)                              Cash Surrender Value (1)
                                ----------------------------------------------     ----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)              Assuming Hypothetical Gross (and Net)
                Premiums                 Annual Investment Return of                       Annual Investment Return of
   End of     Accumulated       ----------------------------------------------     ----------------------------------------------
   Policy    at 4% Interest         0% Gross       6% Gross        12% Gross           0% Gross       6% Gross        12% Gross
    Year        Per Year         (-1.49% Net)     (4.51% Net)    (10.51% Net)       (-1.49% Net)     (4.51% Net)    (10.51% Net)
 ----------  --------------     --------------  --------------  --------------     --------------  --------------  --------------
<S>              <C>               <C>             <C>             <C>                 <C>             <C>            <C>
     1           $  7,938          $100,000        $100,000        $100,000            $ 6,424         $ 6,805        $  7,187
     2           $ 16,194          $100,000        $100,000        $100,000            $12,145         $13,279        $ 14,460
     3           $ 24,780          $100,000        $100,000        $100,000            $17,759         $20,032        $ 22,495
     4           $ 33,710          $100,000        $100,000        $100,000            $22,678         $26,494        $ 30,800
     5           $ 42,997          $100,000        $100,000        $100,000            $28,087         $33,871        $ 40,666
     6           $ 52,655          $100,000        $100,000        $100,000            $33,398         $41,598        $ 51,635
     7           $ 62,699          $100,000        $100,000        $115,625            $38,617         $49,709        $ 63,675
     8           $ 65,207          $100,000        $100,000        $122,696            $36,945         $51,026        $ 69,364
     9           $ 67,815          $100,000        $100,000        $130,216            $35,157         $52,335        $ 75,526
10 (Age 65)      $ 70,528          $100,000        $100,000        $138,215            $33,233         $53,631        $ 82,193
    15           $ 85,808          $100,000        $100,000        $186,527            $20,728         $59,770        $124,532
    20           $104,399          $      0(2)     $100,000        $252,405            $     0(2)      $64,490        $185,998
    25           $127,017          $      0        $100,000(2)     $342,631            $     0         $65,402(2)     $273,235
</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 20, unless an additional premium payment was made. Based on a gross
     return of 6%, the Contract would go into default in policy year 36 unless
     an additional premium payment was made.

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors including the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation. The death benefit and cash surrender value for a contract would be
different from those shown if the actual rates of return averaged 0%, 6%, and
12% over a period of years, but also fluctuated above or below those averages
for individual contract years. No representations can be made by Pruco Life or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.

                                       T8


<PAGE>

CONTRACT LOANS

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

The Contract provides a choice of fixed or variable loan interest rates. Under
the fixed loan interest rate provision, interest charged on a loan accrues daily
at a fixed effective annual rate of 5.5%. Under the variable loan interest rate
provision, interest charged on any loan will accrue daily at an annual rate
Pruco Life determines at the start of each Contract year (instead of at the
fixed 5.5% rate). The interest rate will not exceed any rate required by state
law and will not exceed the greater of 5% and the "Published Monthly Average"
for the calendar month ending two months before the calendar month of the
Contract anniversary. The "Published Monthly Average" means Moody's Corporate
Bond Yield Average-Monthly Average Corporates, as published by Moody's Investors
Service, Inc., or any successor to that service. If that average is no longer
published, a substantially similar average established by the insurance
regulator where the Contract is issued, will be used. For example, the Published
Monthly Average in 1998 ranged from 6.72% to 7.00%.

Interest payments on any loan are due at the end of each Contract year. If
interest is not paid when due, it is added to the principal amount of the loan.
The "Contract debt" is the amount of all outstanding loans plus any interest
accrued but not yet due. If at any time your Contract debt exceeds your Contract
Fund, Pruco Life will notify you of its intent to terminate the Contract in 61
days, within which time you may repay all or enough of the loan to keep the
Contract inforce. If 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 -- PRE-DEATH DISTRIBUTIONS, page 18, and LAPSE
AND REINSTATEMENT, page 19.

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

If the death benefit becomes payable while a loan is outstanding, or if the
Contract is surrendered, any Contract debt will be deducted from the proceeds
otherwise payable.

A loan will have a permanent effect on a Contract's cash surrender value and may
have a permanent effect on the death benefit because the investment results of
the selected subaccount[s] will apply only to the amount remaining in those
subaccounts. The longer the loan is outstanding, the greater the effect is
likely to be. The effect could be favorable or unfavorable. If investment
results are greater than the rate being credited upon the amount of the loan
while the loan is outstanding, Contract values will not increase as rapidly as
they would have if no loan had been made. If investment results are below that
rate, Contract values will be higher than they would have been had no loan been
made. Loan repayments are allocated to the subaccounts proportionately based on
their balances at the time of the loan repayment.

The tax treatment of Contract loans depends on whether the Contract is
classified as a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 18.

WHEN PROCEEDS ARE PAID

We will generally pay any death benefit, cash surrender value, withdrawal, or
loan proceeds within seven days after all the documents required for such a
payment are received at a Home Office. The amount is determined as of the end of
the valuation period in which the necessary documents are received at a Home
Office, except the death benefit is determined as of the date of death.

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: (1) the

                                       17

<PAGE>


New York Stock Exchange is closed for other than a regular holiday or weekend;
or (2) trading is restricted by the SEC; or (3) the SEC declares that an
emergency exists.

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. We believe
we have taken adequate steps to ensure 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,

     o    the Contract's death benefit will be 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 ensure that the Contract will qualify as life insurance.

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 surrender 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    Extra premiums for optional benefits and riders generally do not count
          in computing the premiums paid for the Contract for the purposes of
          determining whether a withdrawal is taxable.

     o    Loans you take against the Contract are ordinarily treated as debt and
          are not considered distributions subject to tax.

   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 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

                                       18

<PAGE>

          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 excludible 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, 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 592, 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.

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.

LAPSE AND REINSTATEMENT

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

Should this happen, Pruco Life will send you a notice of default setting forth
the payment necessary to keep the Contract inforce. This payment must be
received at a Home Office within the 61 day grace period after the notice of
default is mailed or the Contract will lapse. A Contract that lapses with an
outstanding Contract loan may have tax consequences. See TAX TREATMENT OF
CONTRACT BENEFITS, page 18.

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

A Contract that has lapsed has no value and provides no benefits. It is possible
for a lapsed Contract to be classified as a Modified Endowment Contract if
reinstated after lapsing. See TAX TREATMENT OF CONTRACT BENEFITS, page 18.

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

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

                                       19

<PAGE>


EXCHANGE RIGHT AVAILABLE IN SOME STATES

In some states, you may have the right to exchange the Contract for a Life Paid
Up at Age 85 plan on the insured's life issued by The Prudential Insurance
Company of America. 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.

REDUCED PAID-UP INSURANCE OPTION AVAILABLE IN SOME STATES

In some states, Contract owners will have the right to take the cash surrender
value and use it to purchase fixed reduced paid-up insurance. Fixed reduced
paid-up insurance provides coverage for the lifetime of the insured. The
insurance amount depends on the cash surrender value and the age, sex, and
rating class of the insured. Fixed reduced paid-up insurance has a cash
surrender value and a loan value. A Contract may be classified as a Modified
Endowment Contract if this option is exercised. See TAX TREATMENT OF CONTRACT
BENEFITS, page 18.

OTHER GENERAL CONTRACT PROVISIONS

ASSIGNMENT. This Contract may not be assigned if the assignment would violate
any federal, state or local law or regulation. Generally, the Contract may not
be assigned to another insurance company or to an employee benefit plan without
Pruco Life's consent. Pruco Life assumes no responsibility for the validity or
sufficiency of any assignment. 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.

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, as
required by law, to reflect the correct age and sex. Any death benefit will be
based on what the most recent charge for mortality would have provided at the
correct age and sex.

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

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

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

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 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 will 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. If the applicable federal


                                       20


<PAGE>



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 Funds;

(2) ratification of the independent accountant of the Funds;

(3) approval of the investment advisory agreement for a portfolio of the Funds
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 Funds.


Contract owners participating in such portfolios will vote separately on the
investment advisory agreement or any change in a portfolio's fundamental
investment policy, 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 Funds. 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 the 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 the 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. The approval of the SEC, and possibly one
or more state insurance departments, will be required before this can be done.
Contract owners will be notified of any such substitution.


REPORTS TO CONTRACT OWNERS

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


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.


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

                                       21

<PAGE>


may also be sold through other broker-dealers authorized by Prusec and
applicable law to do so. Registered representatives of such other broker-dealers
may be paid on a different basis than described below. The maximum commission
that will be paid to the representative is 14 1/2% of premiums received in the
first year up to certain limits. Additional first year premiums and premiums in
later years may generate up to 4% commission. Moreover, trail commissions of up
to 0.2% of the Contract Fund as of the Contract's anniversary may be paid. The
representative may be required to return all or part of the first year
commission if the Contract is not continued through the second year.
Representatives who meet certain productivity, profitability, and persistency
standards with regard to the sale of the Contract may be eligible for additional
compensation.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life expects to recover its total sales expenses over the periods
the Contracts are in effect. To the extent that the sales charges are
insufficient to cover total sales expenses, the sales expenses will be recovered
from Pruco Life's surplus. This may include the amounts derived from the
mortality and expense risk charge described in item 7 under CHARGES AND
EXPENSES, page 10.

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 its 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 D.
Davis, FSA, MAAA, Vice President and Actuary of Prudential whose opinion is
filed as an exhibit to the registration statement.

LITIGATION

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

YEAR 2000 COMPLIANCE

The services provided to you as a purchaser of a Variable Universal Life
Insurance Contract depend on the smooth functioning of numerous 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 systems 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 like
telephone, 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.

                                       22

<PAGE>

In addition, the operations of the mutual funds associated with the Variable
Universal Life Insurance Contract could experience problems resulting from the
Year 2000 issue. Please refer to the respective mutual fund's prospectus for
information regarding their approach to Year 2000 concerns. The following
describes Prudential's effort to address Year 2000 concerns.

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

o    BUSINESS SYSTEMS - Computer programs directly used to support our business;

o    INFRASTRUCTURE - Computers and other business equipment like telephones and
     fax machines; and

o    BUSINESS PARTNERS - Year 2000 readiness of essential business partners.

BUSINESS SYSTEMS. The business systems component includes a wide range of
computer programs that directly support Prudential's business operations
including systems for: insurance product processing, securities trading,
personnel record keeping and general accounting systems. All business systems
were analyzed to determine whether each computer program with a Year 2000
problem should be retired, replaced or renovated. The majority of this work has
been completed. A few remaining programs are currently being tested and
completion of this process is expected by June 1999.

INFRASTRUCTURE. As with business applications, we 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. Other than desktop systems, substantially all other
infrastructure systems have been tested. Presently a small number of midrange
computers, and building and facility systems are still in the testing phase. We
expect to have the infrastructure implementation process completed by June 1999.

BUSINESS PARTNERS. Prudential recognizes the importance of determining the Year
2000 readiness of external business relationships especially those that involve
electronic data transfer products and services, and products that impact our
essential business processes. Prudential first classified each business partner
as "highly critical" or "less critical" to our business and then began to
develop risk assessment and contingency plans to address the potential that a
business partner could experience a Year 2000 failure. All highly critical
business partner relationships have been assessed and contingency planning is
completed. Risk assessment and contingency planning continues for less critical
business partners, and the target completion date for these relationships is
June 1999.

Prudential believes that the Business Systems, Infrastructure and Business
Partners components of the Year 2000 project are substantially on schedule. A
small number of the projects may not meet their targeted completion date.
However, Prudential expects that these projects will be completed by September,
mid 1999. If there are any delays, they should not have a significant impact on
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 total
approximately $220 million. Because these expenses were part of the operating
budget, they did not impact the management of Variable Universal 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
Variable Universal 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 can not be 100%
certain that we are completely prepared, particularly because we can not be
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
on Prudential's results of operations, liquidity, or financial position. If
Prudential is unable to address the Year 2000 problem, we may have difficulty in
responding to your incoming phone calls, calculating your unit values or
processing withdrawals and purchase payments. It is also possible that the
mutual funds associated with the

                                       23

<PAGE>


Variable Universal Life Insurance Contract will be unable to value their
securities, in turn creating difficulties in purchasing or selling shares of the
respective mutual fund and calculating corresponding unit asset values. The
objective of Prudential's Year 2000 program has been to reduce these risks as
much as possible.

Most of the operations of the Variable Universal 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 programs or infrastructure
components. However, our contingency responses are now being reviewed and we
expect to finalize them by June, 1999 to ensure that they are workable under the
special conditions of a Year 2000 failure. 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.

FINANCIAL STATEMENTS


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


                                       24

<PAGE>


                             DIRECTORS AND OFFICERS

The directors and major officers of Pruco Life, listed with their principal
occupations during the past five 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.

                                       25

<PAGE>













                    (This page intentionally left blank.)

<PAGE>


<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF NET ASSETS (UNAUDITED)
MARCH 31, 1999

                                                                                   SUBACCOUNTS
                                                   ---------------------------------------------------------------------
                                                      MONEY       DIVERSIFIED                  FLEXIBLE    CONSERVATIVE
                                                      MARKET         BOND         EQUITY        MANAGED      BALANCED
                                                     PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                    -----------   -----------   -----------   -----------   -----------
ASSETS
<S>                                       <C>       <C>           <C>           <C>           <C>           <C>
   Investment in The Prudential Series Fund, Inc.
      Portfolios at net asset value [Note 3] ....   $19,609,651   $42,031,090   $45,297,365   $33,403,623   $47,379,878
                                                    -----------   -----------   -----------   -----------   -----------
   Net Assets ...................................   $19,609,651   $42,031,090   $45,297,365   $33,403,623   $47,379,878
                                                    ===========   ===========   ===========   ===========   ===========

NET ASSETS, representing:
   Equity of contract owners ....................   $19,609,651   $42,031,090   $45,297,365   $33,403,623   $47,379,878
                                                    -----------   -----------   -----------   -----------   -----------
                                                    $19,609,651   $42,031,090   $45,297,365   $33,403,623   $47,379,878
                                                    ===========   ===========   ===========   ===========   ===========
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A1

<PAGE>

<TABLE>

                                   SUBACCOUNTS (CONTINUED)
- -------------------------------------------------------------------------------------------------------
ZERO COUPON        HIGH
   BOND            YIELD          STOCK         EQUITY        NATURAL                      GOVERNMENT
   2000            BOND           INDEX         INCOME       RESOURCES        GLOBAL         INCOME
 PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO     PORTFOLIO       PORTFOLIO     PORTFOLIO
- ------------   ------------   ------------   ------------   ------------   ------------   ------------
<S>            <C>            <C>            <C>            <C>            <C>            <C>
$ 17,431,308   $  2,988,677   $173,693,440   $ 14,500,611   $    940,287   $ 14,086,716   $  8,657,238
- ------------   ------------   ------------   ------------   ------------   ------------   ------------
$ 17,431,308   $  2,988,677   $173,693,440   $ 14,500,611   $    940,287   $ 14,086,716   $  8,657,238
============   ============   ============   ============   ============   ============   ============


$ 17,431,308   $  2,988,677   $173,693,440   $ 14,500,611   $    940,287   $ 14,086,716   $  8,657,238
- ------------   ------------   ------------   ------------   ------------   ------------   ------------
$ 17,431,308   $  2,988,677   $173,693,440   $ 14,500,611   $    940,287   $ 14,086,716   $  8,657,238
============   ============   ============   ============   ============   ============   ============
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A2


<PAGE>


                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT


STATEMENTS OF NET ASSETS (UNAUDITED)
MARCH 31, 1999

<TABLE>
<CAPTION>

                                                                 SUBACCOUNTS
                                                    ----------------------------------------
                                                     ZERO COUPON                   SMALL
                                                       BOND       PRUDENTIAL   CAPITALIZATION
                                                       2005        JENNISON        STOCK
                                                     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                    -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>
ASSETS
   Investment in The Prudential Series Fund, Inc.
      Portfolios at net asset value [Note 3] ....   $16,321,258   $ 4,386,074   $10,412,507
                                                    -----------   -----------   -----------
   Net Assets ...................................   $16,321,258   $ 4,386,074   $10,412,507
                                                    ===========   ===========   ===========
NET ASSETS, representing:
   Equity of contract owners ....................   $16,321,258   $ 4,386,074   $10,412,507
                                                    -----------   -----------   -----------
                                                    $16,321,258   $ 4,386,074   $10,412,507
                                                    ===========   ===========   ===========
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A3

<PAGE>


                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT


<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 and the years ended December 31, 1998 and 1997

                                                                                   SUBACCOUNTS
                                                   ---------------------------------------------------------------------------------
                                                                   MONEY                                DIVERSIFIED
                                                                   MARKET                                  BOND
                                                                  PORTFOLIO                              PORTFOLIO
                                                  ----------------------------------------------------------------------------------
                                                    1/1/99       1/1/98       1/1/97       1/1/99          1/1/98         1/1/97
                                                      TO           TO           TO           TO              TO             TO
                                                    3/31/99     12/31/98     12/31/97      3/31/99        12/31/98       12/31/97
                                                  (UNAUDITED)                            (UNAUDITED)
                                                  -----------  -----------  -----------   -----------    -----------    -----------
INVESTMENT INCOME
<S>                                               <C>          <C>          <C>           <C>            <C>            <C>
   Dividend income ............................   $   162,811  $   461,945  $   461,061   $         0    $ 2,359,120    $ 2,574,631
                                                  -----------  -----------  -----------   -----------    -----------    -----------
EXPENSES
   Charges to contract owners for assuming
     mortality risk and expense risk [Note 5A]         20,701       53,117       50,651        59,784        229,634        205,292
    Reimbursement for excess expenses [Note 5C]             0            0            0             0              0              0
                                                  -----------  -----------  -----------   -----------    -----------    -----------
NET EXPENSES ..................................        20,701       53,117       50,651        59,784        229,634        205,292
                                                  -----------  -----------  -----------   -----------    -----------    -----------
NET INVESTMENT INCOME (LOSS) ..................       142,110      408,828      410,410       (59,784)     2,129,486      2,369,339
                                                  -----------  -----------  -----------   -----------    -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS
     Capital gains distributions received .....             0            0            0             0        128,093        408,037
     Realized gain (loss) on shares redeemed ..             0            0            0         1,731        173,161         94,146
     Net change in unrealized gain (loss)
      on investments ..........................             0            0            0      (168,005)       (29,348)      (288,588)
                                                  -----------  -----------  -----------   -----------    -----------    -----------
NET GAIN (LOSS) ON INVESTMENTS ................             0            0            0      (166,274)       271,906        213,595
                                                  -----------  -----------  -----------   -----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..................   $   142,110  $   408,828  $   410,410   $  (226,058)   $ 2,401,392    $ 2,582,934
                                                  ===========  ===========  ===========   ===========    ===========    ===========
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A4


<PAGE>
<TABLE>

                                                    SUBACCOUNTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            FLEXIBLE                                   CONSERVATIVE
                  EQUITY                                     MANAGED                                    BALANCED
                PORTFOLIO                                   PORTFOLIO                                   PORTFOLIO
- -----------------------------------------   -----------------------------------------    -------------------------------------------
  1/1/99         1/1/98         1/1/97        1/1/99         1/1/98         1/1/97         1/1/99         1/1/98         1/1/97
    TO             TO             TO            TO             TO             TO             TO             TO             TO
  3/31/99       12/31/98       12/31/97       3/31/99       12/31/98       12/31/97        3/31/99       12/31/98       12/31/97
(UNAUDITED)                                 (UNAUDITED)                                  (UNAUDITED)
- -----------    -----------    -----------   -----------    -----------    -----------    -----------    -----------    -----------
<S>            <C>            <C>           <C>            <C>            <C>            <C>            <C>            <C>
$         0    $   860,120    $ 1,108,812   $         0    $ 1,147,432    $ 1,050,936    $         0    $ 1,965,960    $ 2,025,296
- -----------    -----------    -----------   -----------    -----------    -----------    -----------    -----------    -----------


     66,647        284,011        286,301        47,182        209,364        206,248         67,656        271,618        256,921
          0              0              0             0              0              0              0              0              0
- -----------    -----------    -----------   -----------    -----------    -----------    -----------    -----------    -----------
     66,647        284,011        286,301        47,182        209,364        206,248         67,656        271,618        256,921
- -----------    -----------    -----------   -----------    -----------    -----------    -----------    -----------    -----------
    (66,647)       576,109        822,511       (47,182)       938,068        844,688        (67,656)     1,694,342      1,768,375
- -----------    -----------    -----------   -----------    -----------    -----------    -----------    -----------    -----------


          0      5,026,484      2,827,131             0      3,419,770      5,545,715              0      2,703,038      5,037,552
    263,128      4,779,486      1,774,816       (54,205)       353,509        605,368         (9,343)       935,553        200,066

     17,025     (5,230,122)     4,476,157       542,462     (1,305,317)    (1,682,924)       690,367       (276,688)    (1,945,306)
- -----------    -----------    -----------   -----------    -----------    -----------    -----------    -----------    -----------
    280,153      4,575,848      9,078,104       488,257      2,467,962      4,468,159        681,024      3,361,903      3,292,312
- -----------    -----------    -----------   -----------    -----------    -----------    -----------    -----------    -----------

$   213,506    $ 5,151,957    $ 9,900,615   $   441,075    $ 3,406,030    $ 5,312,847    $   613,368    $ 5,056,245    $ 5,060,687
===========    ===========    ===========   ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A5


<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 and the years ended December 31, 1998 and 1997

                                                                                    SUBACCOUNTS
                                                  ---------------------------------------------------------------------------------
                                                                ZERO COUPON                                HIGH
                                                                   BOND                                   YIELD
                                                                   2000                                    BOND
                                                                 PORTFOLIO                              PORTFOLIO
                                                  ---------------------------------------------------------------------------------
                                                     1/1/99       1/1/98       1/1/97        1/1/99       1/1/98        1/1/97
                                                       TO           TO           TO            TO           TO            TO
                                                     3/31/99     12/31/98     12/31/97      3/31/99      12/31/98      12/31/97
                                                   (UNAUDITED)                            (UNAUDITED)
                                                  -----------   -----------  -----------  -----------   -----------   -----------
INVESTMENT INCOME
<S>                                               <C>           <C>          <C>           <C>           <C>           <C>
   Dividend income ............................   $         0   $   821,929  $   745,017   $         0   $   261,439   $   197,684
                                                  -----------   -----------  -----------   -----------   -----------   -----------
EXPENSES
   Charges to contract owners for assuming
     mortality risk and expense risk [Note 5A]         24,820       101,177      101,616         4,555        15,665        12,354
    Reimbursement for excess expenses [Note 5C]        (8,832)      (37,196)     (42,117)            0             0             0
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET EXPENSES ..................................        15,988        63,981       59,499         4,555        15,665        12,354
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ..................       (15,988)      757,948      685,518        (4,555)      245,774       185,330
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS
     Capital gains distributions received .....             0       227,825      690,332             0             0             0
     Realized gain (loss) on shares redeemed ..          (348)      (52,050)     (94,913)      (36,419)       (4,633)       16,526
     Net change in unrealized gain (loss)
      on investments ..........................        32,187       217,606     (355,649)      106,301      (334,049)       59,640
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS ................        31,839       393,381      239,770        69,882      (338,682)       76,166
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..................   $    15,851   $ 1,151,329  $   925,288   $    65,327   $   (92,908)  $   261,496
                                                  ===========   ===========  ===========   ===========   ===========   ===========
</TABLE>



           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A6

<PAGE>


<TABLE>
<CAPTION>


                                                     SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------------
                  STOCK                                      EQUITY                                    NATURAL
                  INDEX                                      INCOME                                   RESOURCES
                PORTFOLIO                                  PORTFOLIO                                  PORTFOLIO
- ----------------------------------------  ------------------------------------------   -----------------------------------------
  1/1/99         1/1/98        1/1/97        1/1/99         1/1/98         1/1/97        1/1/99         1/1/98         1/1/97
    TO             TO            TO            TO             TO             TO            TO             TO             TO
  3/31/99       12/31/98      12/31/97       3/31/99       12/31/98       12/31/97       3/31/99       12/31/98       12/31/97
(UNAUDITED)                                (UNAUDITED)                                (UNAUDITED)
- -----------    -----------   -----------   -----------    -----------    -----------   -----------    -----------    -----------
<S>            <C>           <C>           <C>            <C>            <C>           <C>            <C>            <C>
$         0    $ 1,729,752   $ 1,326,042   $         0    $   365,234    $   370,792   $         0    $     8,084    $     8,087
- -----------    -----------   -----------   -----------    -----------    -----------   -----------    -----------    -----------


    244,136        820,541       502,161        20,719         90,144         85,229         1,278          5,828          9,335
          0              0             0             0              0              0            (3)             0              0
- -----------    -----------   -----------   -----------    -----------    -----------   -----------    -----------    -----------
    244,136        820,541       502,161        20,719         90,144         85,229         1,275          5,828          9,335
- -----------    -----------   -----------   -----------    -----------    -----------   -----------    -----------    -----------
   (244,136)       909,211       823,881       (20,719)       275,090        285,563        (1,275)         2,256         (1,248)
- -----------    -----------   -----------   -----------    -----------    -----------   -----------    -----------    -----------


          0      2,499,196     2,997,271             0        797,222      1,414,553             0         50,250        136,346
  1,427,705      5,771,729     2,754,626         1,653      2,673,910        481,377       (13,809)       (28,695)        24,931

  6,581,142     24,590,569    15,534,339       500,743     (4,107,342)     2,177,083        73,458       (210,866)      (299,786)
- -----------    -----------   -----------   -----------    -----------    -----------   -----------    -----------    -----------
  8,008,847     32,861,494    21,286,236       502,396       (636,210)     4,073,013        59,649       (189,311)      (138,509)
- -----------    -----------   -----------   -----------    -----------    -----------   -----------    -----------    -----------

$ 7,764,711    $33,770,705   $22,110,117   $   481,677    $  (361,120)   $ 4,358,576   $    58,374    $  (187,055)   $  (139,757)
===========    ===========   ===========   ===========    ===========    ===========   ===========    ===========    ===========
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A7


<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 and the years ended December 31, 1998 and 1997

                                                                                    SUBACCOUNTS
                                                  --------------------------------------------------------------------------------
                                                                                                       GOVERNMENT
                                                                 GLOBAL                                  INCOME
                                                                PORTFOLIO                               PORTFOLIO
                                                  --------------------------------------   --------------------------------------
                                                   1/1/99         1/1/98        1/1/97      1/1/99         1/1/98        1/1/97
                                                     TO             TO            TO          TO             TO            TO
                                                   3/31/99       12/31/98      12/31/97     3/31/99       12/31/98      12/31/97
                                                  (UNAUDITED)                              (UNAUDITED)
                                                  --------------------------------------   ---------------------------------------
INVESTMENT INCOME
<S>                                               <C>           <C>          <C>           <C>           <C>           <C>
   Dividend income ............................   $         0   $   160,959  $   149,254   $         0   $   402,330   $   257,272
                                                  -----------   -----------  -----------   -----------   -----------   -----------
EXPENSES
   Charges to contract owners for assuming
    mortality risk and expense risk [Note 5A]          19,239        70,813       80,250        12,199        38,968        23,144
    Reimbursement for excess expenses [Note 5C]             0             0            0             0             0             0
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET EXPENSES ..................................        19,239        70,813       80,250        12,199        38,968        23,144
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) ..................       (19,239)       90,146       69,004       (12,199)      363,362       234,128
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS
     Capital gains distributions received .....             0       536,310      504,462             0             0             0
     Realized gain (loss) on shares redeemed ..        40,178       235,100    1,501,595         3,471         8,247        17,410
     Net change in unrealized gain (loss)
      on investments ..........................       234,592     1,531,076     (871,934)     (126,900)      205,452        86,634
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS ................       274,770     2,302,486    1,134,123      (123,429)      213,699       104,044
                                                  -----------   -----------  -----------   -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..................   $   255,531   $ 2,392,632  $ 1,203,127   $  (135,628)  $   577,061   $   338,172
                                                  ===========   ===========  ===========   ===========   ===========   ===========
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A8


<PAGE>


<TABLE>
<CAPTION>


                                                     SUBACCOUNTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
             ZERO COUPON                                                                                    SMALL
                 BOND                                     PRUDENTIAL                                    CAPITALIZATION
                 2005                                      JENNISON                                         STOCK
              PORTFOLIO                                    PORTFOLIO                                      PORTFOLIO
- -----------------------------------------    -----------------------------------------    ------------------------------------------
   1/1/99        1/1/98          1/1/97        1/1/99         1/1/98         1/1/97        1/1/99          1/1/98         1/1/97
    TO             TO              TO           TO              TO             TO            TO             TO              TO
  3/31/99       12/31/98        12/31/97      3/31/99        12/31/98       12/31/97       3/31/99        12/31/98       12/31/97
(UNAUDITED)                                  (UNAUDITED)                                  (UNAUDITED)
- -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
<S>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
$         0    $   650,198    $   485,431    $         0    $     3,905    $     1,751    $         0    $    49,149    $    39,052
- -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
     23,550         67,532         42,708          4,574         11,315          4,217         15,016         43,679         34,205
     (7,501)       (22,824)       (23,762)             0              0              0              0              0              0
- -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
     16,049         44,708         18,946          4,574         11,315          4,217         15,016         43,679         34,205
- -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
    (16,049)       605,490        466,485         (4,574)        (7,410)        (2,466)       (15,016)         5,470          4,847
- -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
          0          7,803        124,816              0         37,636         50,105              0        604,937        381,206
      1,207         12,587        225,279         26,682         22,375         43,121         (8,676)       (29,549)       703,647
   (503,083)       773,486        215,644        320,784        478,204         73,161       (976,199)       (95,776)       238,634
- -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
   (501,876)       793,876        565,739        347,466        538,215        166,387       (984,875)       479,612      1,323,487
- -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
$  (517,925)   $ 1,399,366    $ 1,032,224    $   342,892    $   530,805    $   163,921    $  (999,891)   $   485,082    $ 1,328,334
===========    ===========    ===========    ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A9


<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 and the years ended December 31, 1998 and 1997

                                                                                                  SUBACCOUNTS
                                                  ----------------------------------------------------------------------------------
                                                                   MONEY                                   DIVERSIFIED
                                                                  MARKET                                      BOND
                                                                 PORTFOLIO                                  PORTFOLIO
                                                  ----------------------------------------  ----------------------------------------
                                                    1/1/99        1/1/98         1/1/97       1/1/99         1/1/98      1/1/97
                                                      TO            TO             TO           TO             TO          TO
                                                    3/31/99      12/31/98       12/31/97      3/31/99       12/31/98    12/31/97
                                                  (UNAUDITED)                               (UNAUDITED)
                                                  ------------  ------------  ------------  ------------  ------------ ------------
OPERATIONS
<S>                                               <C>           <C>           <C>           <C>           <C>          <C>
  Net investment income (loss) .................. $    142,110  $    408,828  $    410,410  $    (59,784) $  2,129,486 $  2,369,339
  Capital gains distributions received ..........            0             0             0             0       128,093      408,037
  Realized gain (loss) on shares redeemed .......            0             0             0         1,731       173,161       94,146
  Net change in unrealized gain (loss)
   on investments ...............................            0             0             0      (168,005)      (29,348)    (288,588)
                                                  ------------  ------------  ------------  ------------  ------------ ------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS .....................      142,110       408,828       410,410      (226,058)    2,401,392    2,582,934
                                                  ------------  ------------  ------------  ------------  ------------ ------------

PREMIUM PAYMENTS AND OTHER OPERATING TRANSFERS
    Contract Owner Net Payments .................    4,820,171     8,459,179    16,018,494     1,173,544     4,026,378    5,573,222
    Policy Loans ................................            0             0       (45,968)         (153)      (10,790)           0
    Policy Loan Repayment and Interest ..........            0             0        44,362           103            85      449,595
    Surrenders, Withdrawals and Death Benefits ..      (40,508)       48,094      (447,841)     (108,348)   (5,421,341)  (3,109,854)
    Net Transfers From (To) Other Subaccounts
      or Fixed Rate Options .....................    1,824,070    (5,068,699)  (17,376,103)      170,804     4,043,371      146,922
    Administrative and Other Charges ............      (90,378)     (258,516)     (264,540)     (114,121)     (491,540)    (665,026)
                                                  ------------  ------------  ------------  ------------  ------------ ------------
TOTAL PREMIUM PAYMENTS AND OTHER
  OPERATING TRANSFERS ...........................    6,513,355     3,180,058    (2,071,596)    1,121,829     2,146,163    2,394,859
                                                  ------------  ------------  ------------  ------------  ------------ ------------

NET INCREASE (DECREASE) IN NET ASSETS
  RETAINED IN THE ACCOUNT [Note 7] ..............         (131)       (1,722)     (115,766)        3,789       (35,755)     (86,028)
                                                  ------------  ------------  ------------  ------------  ------------ ------------

TOTAL INCREASE (DECREASE) IN NET
  ASSETS ........................................    6,655,334     3,587,164    (1,776,952)      899,560     4,511,800    4,891,765

NET ASSETS
  Beginning of year .............................   12,954,317     9,367,153    11,144,105    41,131,530    36,619,730   31,727,965
                                                  ------------  ------------  ------------  ------------  ------------ ------------
  End of year ................................... $ 19,609,651  $ 12,954,317  $  9,367,153  $ 42,031,090  $ 41,131,530 $ 36,619,730
                                                  ============  ============  ============  ============  ============ ============
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A10

<PAGE>



<TABLE>
<CAPTION>

                                                       SUBACCOUNTS (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------------------
                                                           FLEXIBLE                                    CONSERVATIVE
                    EQUITY                                  MANAGED                                     BALANCED
                  PORTFOLIO                                PORTFOLIO                                    PORTFOLIO
- -----------------------------------------  ------------------------------------------  ------------------------------------------
  1/1/99           1/1/98        1/1/97       1/1/99         1/1/98         1/1/97        1/1/99          1/1/98         1/1/97
    TO               TO            TO           TO             TO             TO            TO              TO             TO
  3/31/99         12/31/98      12/31/97      3/31/99       12/31/98       12/31/97       3/31/99        12/31/98       12/31/97
(UNAUDITED)                                 (UNAUDITED)                                (UNAUDITED)
- ------------   ------------  ------------  ------------  ------------    ------------  ------------    ------------  ------------
<S>            <C>           <C>           <C>           <C>             <C>           <C>             <C>           <C>
$    (66,647)  $    576,109  $    822,511  $    (47,182) $    938,068    $    844,688  $    (67,656)   $  1,694,342  $  1,768,375
           0      5,026,484     2,827,131             0     3,419,770       5,545,715             0       2,703,038     5,037,552
     263,128      4,779,486     1,774,816       (54,205)      353,509         605,368        (9,343)        935,553       200,066
      17,025     (5,230,122)    4,476,157       542,462    (1,305,317)     (1,682,924)      690,367        (276,688)   (1,945,306)
- ------------   ------------  ------------  ------------  ------------    ------------  ------------    ------------  ------------
     213,506      5,151,957     9,900,615       441,075     3,406,030       5,312,847       613,368       5,056,245     5,060,687
- ------------   ------------  ------------  ------------  ------------    ------------  ------------    ------------  ------------
   1,712,690      5,974,743     8,187,661       452,245     2,727,720       4,391,711       286,232       6,161,137     2,723,156
        (235)       (16,155)       (2,354)         (200)      (13,509)       (101,032)            0             (15)     (114,831)
         258          2,348         6,595           225         2,543         109,493             0             976     1,296,181
    (479,829)   (11,366,743)   (3,056,522)     (225,852)   (1,109,742)     (3,330,740)   (1,362,582)        (41,543)     (871,239)
  (2,147,207)    (6,233,542)   (2,416,623)      (44,917)   (9,445,233)      2,115,451       970,963     (11,038,745)    2,899,464
    (157,634)      (750,093)     (962,520)      (64,785)     (300,968)       (387,697)     (154,838)       (628,277)     (699,975)
- ------------   ------------  ------------  ------------  ------------    ------------  ------------    ------------  ------------
  (1,071,957)   (12,389,442)    1,756,237       116,716    (8,139,189)      2,797,186      (260,225)     (5,546,467)    5,232,756
- ------------   ------------  ------------  ------------  ------------    ------------  ------------    ------------  ------------
      (2,538)      (378,339)        2,060           591        99,015          (1,047)        1,759          (6,712)    1,650,849
- ------------   ------------  ------------  ------------  ------------    ------------  ------------    ------------  ------------
    (860,989)    (7,615,824)   11,658,912       558,382    (4,634,144)      8,108,986       354,902        (496,934)   11,944,292

  46,158,354     53,774,178    42,115,266    32,845,241    37,479,385      29,370,399    47,024,976      47,521,910    35,577,618
- ------------   ------------  ------------  ------------  ------------    ------------  ------------    ------------  ------------
$ 45,297,365   $ 46,158,354  $ 53,774,178  $ 33,403,623  $ 32,845,241    $ 37,479,385  $ 47,379,878    $ 47,024,976  $ 47,521,910
============   ============  ============  ============  ============    ============  ============    ============  ============
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A11

<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 and the years ended December 31, 1998 and 1997

                                                                                  SUBACCOUNTS
                                                 ----------------------------------------------------------------------------------
                                                                 ZERO COUPON                               HIGH YIELD
                                                                  BOND 2000                                   BOND
                                                                  PORTFOLIO                                PORTFOLIO
                                                  -----------------------------------------   --------------------------------------
                                                      1/1/99       1/1/98          1/1/97       1/1/99         1/1/98      1/1/97
                                                       TO            TO              TO           TO             TO          TO
                                                     3/31/99      12/31/98        12/31/97      3/31/99       12/31/98     12/31/97
                                                   (UNAUDITED)                                               (UNAUDITED)
                                                  ------------  ------------    ------------  ------------  ------------  ----------
OPERATIONS
<S>                                               <C>           <C>            <C>           <C>          <C>           <C>
  Net investment income (loss) .................. $    (15,988) $    757,948   $    685,518  $    (4,555) $    245,774  $   185,330
  Capital gains distributions received ..........            0       227,825        690,332            0             0            0
  Realized gain (loss) on shares redeemed .......         (348)      (52,050)       (94,913)     (36,419)       (4,633)      16,526
  Net change in unrealized gain (loss)
    on investments ..............................       32,187       217,606       (355,649)     106,301      (334,049)      59,640
                                                  ------------  ------------   ------------  -----------  ------------  -----------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM OPERATIONS ..............       15,851     1,151,329        925,288       65,327       (92,908)     261,496
                                                  ------------  ------------   ------------  -----------  ------------  -----------

PREMIUM PAYMENTS AND OTHER OPERATING TRANSFERS
    Contract Owner Net Payments .................            0     2,718,006      2,096,958      231,299       637,224      330,357
    Policy Loans ................................            0             0              0            0             0            0
    Policy Loan Repayment and Interest ..........            0             0              0            0             0            0
    Surrenders, Withdrawals and Death Benefits ..            0            (5)       (99,448)    (197,615)       (1,826)    (298,998)
    Net Transfers From (To) Other Subaccounts
      or Fixed Rate Options .....................            0    (4,790,386)    (5,246,708)    (212,602)      556,432      297,454
    Administrative and Other Charges ............      (17,747)      (84,639)      (125,845)     (17,998)      (67,806)     (67,627)
                                                  ------------  ------------   ------------  -----------  ------------  -----------
TOTAL PREMIUM PAYMENTS AND OTHER
  OPERATING TRANSFERS ...........................      (17,747)   (2,157,024)    (3,375,043)    (196,916)    1,124,024      261,186
                                                  ------------  ------------   ------------  -----------  ------------  -----------
NET INCREASE (DECREASE) IN NET ASSETS
  RETAINED IN THE ACCOUNT [Note 7] ..............          244       (33,379)      (325,458)          27        (1,836)      (7,832)
                                                  ------------  ------------   ------------  -----------  ------------  -----------

TOTAL INCREASE (DECREASE) IN NET
  ASSETS ........................................       (1,652)   (1,039,074)    (2,775,213)    (131,562)    1,029,280      514,850

NET ASSETS
  Beginning of year .............................   17,432,960    18,472,034     21,247,247    3,120,239     2,090,959    1,576,109
                                                  ------------  ------------   ------------  -----------  ------------  -----------
  End of year ................................... $ 17,431,308  $ 17,432,960   $ 18,472,034  $ 2,988,677  $  3,120,239  $ 2,090,959
                                                  ============  ============   ============  ===========  ============  ===========
</TABLE>


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A12

<PAGE>




<TABLE>
<CAPTION>

                                                      SUBACCOUNTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                              EQUITY                                      NATURAL
                STOCK INDEX                                   INCOME                                     RESOURCES
                  PORTFOLIO                                  PORTFOLIO                                   PORTFOLIO
- --------------------------------------------  ------------------------------------------   -----------------------------------------
   1/1/99         1/1/98           1/1/97       1/1/99         1/1/98          1/1/97        1/1/99        1/1/98         1/1/97
     TO             TO               TO           TO             TO              TO            TO            TO             TO
   3/31/99       12/31/98         12/31/97      3/31/99       12/31/98        12/31/97       3/31/99      12/31/98       12/31/97
 (UNAUDITED)                                  (UNAUDITED)                                  (UNAUDITED)
- -------------  -------------   -------------  ------------  ------------    ------------    ---------    -----------    -----------
<S>            <C>             <C>            <C>           <C>             <C>             <C>          <C>            <C>
$    (244,136) $     909,211   $     823,881  $    (20,719) $    275,090    $    285,563    $  (1,275)   $     2,256    $    (1,248)
            0      2,499,196       2,997,271             0       797,222       1,414,553            0         50,250        136,346
    1,427,705      5,771,729       2,754,626         1,653     2,673,910         481,377      (13,809)       (28,695)        24,931
    6,581,142     24,590,569      15,534,339       500,743    (4,107,342)      2,177,083       73,458       (210,866)      (299,786)
- -------------  -------------   -------------  ------------  ------------    ------------    ---------    -----------    -----------

    7,764,711     33,770,705      22,110,117       481,677      (361,120)      4,358,576       58,374       (187,055)      (139,757)
- -------------  -------------   -------------  ------------  ------------    ------------    ---------    -----------    -----------

    1,873,570     13,077,570      14,400,181       169,428       260,870         857,548          304         48,993        343,362
         (295)       (19,574)        (15,209)            0             0               0            0              0              0
          202            144          25,713             0             0               0            0              0              0
     (377,100)      (432,906)     (3,907,071)     (102,136)   (8,141,933)       (802,616)           0              0       (674,237)
   (2,217,613)    11,664,940      17,853,467      (428,213)    7,241,853        (358,547)      16,083         22,258         47,378
     (404,384)    (1,454,112)     (1,103,134)      (48,664)     (248,861)       (366,230)      (5,524)       (23,922)       (38,500)
- -------------  -------------   -------------  ------------  ------------    ------------    ---------    -----------    -----------
   (1,125,620)    22,836,062      27,253,947      (409,585)     (888,071)       (669,845)      10,863         47,329       (321,997)
- -------------  -------------   -------------  ------------  ------------    ------------    ---------    -----------    -----------
        2,013         42,339          (7,138)         (371)      (15,048)        (64,926)         (36)        (5,635)       (11,668)
- -------------  -------------   -------------  ------------  ------------    ------------    ---------    -----------    -----------

    6,641,104     56,649,106      49,356,926        71,721    (1,264,239)      3,623,805       69,201       (145,361)      (473,422)

  167,052,336    110,403,230      61,046,304    14,428,890    15,693,129      12,069,324      871,086      1,016,447      1,489,869
- -------------  -------------   -------------  ------------  ------------    ------------    ---------    -----------    -----------
$ 173,693,440  $ 167,052,336   $ 110,403,230  $ 14,500,611  $ 14,428,890    $ 15,693,129    $ 940,287    $   871,086    $ 1,016,447
=============  =============   =============  ============  ============    ============    =========    ===========    ===========
</TABLE>


          SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A13





<PAGE>

<TABLE>
<CAPTION>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the three months ended March 31, 1999 and the years ended December 31, 1998 and 1997

                                                                                    SUBACCOUNTS
                                                  --------------------------------------------------------------------------------
                                                                                                         GOVERNMENT
                                                                   GLOBAL                                 INCOME
                                                                  PORTFOLIO                              PORTFOLIO
                                                  ---------------------------------------   --------------------------------------
                                                      1/1/99      1/1/98         1/1/97       1/1/99       1/1/98      1/1/97
                                                       TO           TO             TO           TO           TO          TO
                                                     3/31/99     12/31/98       12/31/97      3/31/99     12/31/98    12/31/97
                                                   (UNAUDITED)                              (UNAUDITED)
                                                  ------------  ------------  ------------  -----------  -----------  -----------
OPERATIONS
<S>                                               <C>           <C>           <C>           <C>          <C>          <C>
  Net investment income (loss) .................. $    (19,239) $     90,146  $     69,004  $   (12,199) $   363,362  $   234,128
  Capital gains distributions received ..........            0       536,310       504,462            0            0            0
  Realized gain (loss) on shares redeemed .......       40,178       235,100     1,501,595        3,471        8,247       17,410
  Net change in unrealized gain
   (loss) on investments ........................      234,592     1,531,076      (871,934)    (126,900)     205,452       86,634
                                                  ------------  ------------  ------------  -----------  -----------  -----------

NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM OPERATIONS ..............      255,531     2,392,632     1,203,127     (135,628)     577,061      338,172
                                                  ------------  ------------  ------------  -----------  -----------  -----------

PREMIUM PAYMENTS AND OTHER OPERATING TRANSFERS
    Contract Owner Net Payments .................      442,552     1,832,043     2,622,189        8,004      139,842      425,284
    Policy Loans ................................            0             0       (67,171)           0            0            0
    Policy Loan Repayment and Interest ..........            0             0        67,209            0            0            0
    Surrenders, Withdrawals and Death Benefits ..            0       (16,418)   (4,072,024)        (120)         120   (1,472,671)
    Net Transfers From (To) Other Subaccounts
      or Fixed Rate Options .....................      380,623    (1,739,609)   (4,363,304)     343,717    4,402,000      763,266
    Administrative and Other Charges ............      (33,917)     (128,121)     (199,522)     (24,582)     (84,070)     (87,039)
                                                  ------------  ------------  ------------  -----------  -----------  -----------
TOTAL PREMIUM PAYMENTS AND OTHER
 OPERATING TRANSFERS ............................      789,258       (52,105)   (6,012,623)     327,019    4,457,892     (371,160)
                                                  ------------  ------------  ------------  -----------  -----------  -----------

NET INCREASE (DECREASE) IN NET ASSETS
  RETAINED IN THE ACCOUNT [Note 7] ..............        1,356       (27,164)     (140,126)        (120)      (2,141)    (104,696)
                                                  ------------  ------------  ------------  -----------  -----------  -----------

TOTAL INCREASE (DECREASE) IN NET
  ASSETS ........................................    1,046,145     2,313,363    (4,949,622)     191,271    5,032,812     (137,684)

NET ASSETS
  Beginning of year .............................   13,040,571    10,727,208    15,676,830    8,465,967    3,433,155    3,570,839
                                                  ------------  ------------  ------------  -----------  -----------  -----------
  End of year ................................... $ 14,086,716  $ 13,040,571  $ 10,727,208  $ 8,657,238  $ 8,465,967  $ 3,433,155
                                                  ============  ============  ============  ===========  ===========  ===========
</TABLE>


          SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A14


<PAGE>


<TABLE>
<CAPTION>

                                                       SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                        ZERO COUPON                                                                     SMALL
                           BOND                             PRUDENTIAL                              CAPITALIZATION
                           2005                              JENNISON                                   STOCK
                         PORTFOLIO                          PORTFOLIO                                 PORTFOLIO
- -----------------------------------------    ---------------------------------------    -------------------------------------------
   1/1/99        1/1/98        1/1/97          1/1/99         1/1/98         1/1/97       1/1/99          1/1/98          1/1/97
     TO            TO            TO             TO             TO            TO             TO              TO              TO
  3/31/99       12/31/98      12/31/97         3/31/99       12/31/98       12/31/97      3/31/99        12/31/98        12/31/97
(UNAUDITED)                                  (UNAUDITED)                                (UNAUDITED)
- ------------  ------------    -----------    -----------    -----------    ---------    ------------    ------------    -----------
<S>           <C>             <C>            <C>            <C>            <C>          <C>             <C>             <C>
$    (16,049) $    605,490    $   466,485    $    (4,574)   $    (7,410)   $  (2,466)   $    (15,016)   $      5,470    $     4,847
           0         7,803        124,816              0         37,636       50,105               0         604,937        381,206
       1,207        12,587        225,279         26,682         22,375       43,121          (8,676)        (29,549)       703,647
    (503,083)      773,486        215,644        320,784        478,204       73,161        (976,199)        (95,776)       238,634
- ------------  ------------    -----------    -----------    -----------    ---------    ------------    ------------    -----------

    (517,925)    1,399,366      1,032,224        342,892        530,805      163,921        (999,891)        485,082      1,328,334
- ------------  ------------    -----------    -----------    -----------    ---------    ------------    ------------    -----------

       7,870     2,768,957        962,033        112,734         75,139      238,539         832,782       1,531,442      2,981,948
           0             0              0              0              0            0               0               0              0
           0             0              0              0              0            0               0               0              0
          (1)       25,615        (26,502)             0              0     (293,084)            (75)        (19,451)    (4,293,128)

      65,691     6,405,234      3,302,946      1,196,322      1,234,490      508,875          82,279       2,745,637      1,826,062
     (16,586)      (52,935)       (50,149)        (9,559)       (22,311)      (8,919)        (36,989)       (129,979)      (180,256)
- ------------  ------------    -----------    -----------    -----------    ---------    ------------    ------------    -----------

      56,974     9,146,871      4,188,328      1,299,497      1,287,318      445,411         877,997       4,127,649        334,626
- ------------  ------------    -----------    -----------    -----------    ---------    ------------    ------------    -----------

         120       (91,783)       119,618          8,106         32,534          806          (8,967)        (24,899)        18,918
- ------------  ------------    -----------    -----------    -----------    ---------    ------------    ------------    -----------

    (460,831)   10,454,454      5,340,170      1,650,495      1,850,657      610,138        (130,861)      4,587,832      1,681,878

  16,782,089     6,327,635        987,465      2,735,579        884,922      274,784      10,543,368       5,955,536      4,273,658
- ------------  ------------    -----------    -----------    -----------    ---------    ------------    ------------    -----------
$ 16,321,258  $ 16,782,089    $ 6,327,635    $ 4,386,074    $ 2,735,579    $ 884,922    $ 10,412,507    $ 10,543,368    $ 5,955,536
============  ============    ===========    ===========    ===========    =========    ============    ============    ===========
</TABLE>




          SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A16 THROUGH A21

                                       A15

<PAGE>


                        NOTES TO FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
                           MARCH 31, 1999 (UNAUDITED)

NOTE 1: GENERAL

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

        The Account is registered under the Investment Company Act of 1940, as
        amended, as a unit investment trust. There are fifteen subaccounts
        within the Account, each of which invests only in a corresponding
        portfolio of The Prudential Series Fund, Inc. (the "Series Fund"). The
        Series Fund is a diversified open-end management investment company, and
        is managed by Prudential. Beginning June 7, 1999, the following five
        additional non-Prudential administered subaccounts will be available to
        contract owners: AIM V.I. Value Fund; American Century VP Value Fund;
        Janus Growth Portfolio; MFS Emerging Growth Series; and the T. Rowe
        International Stock Portfolio.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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


                                      A16
<PAGE>


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

        The net asset value per share (rounded) for each portfolio of the Series
        Fund, the number of shares of each portfolio held by the subaccounts of
        the Account and the aggregate cost of investments in such shares at
        March 31, 1999 were as follows: (unaudited)
<TABLE>
<CAPTION>

                                                                 PORTFOLIOS
                                       --------------------------------------------------------------------
                                         MONEY       DIVERSIFIED                  FLEXIBLE    CONSERVATIVE
                                         MARKET         BOND         EQUITY       MANAGED       BALANCED
                                       -----------   ----------   -----------   ----------   -----------
<S>                                   <C>           <C>           <C>           <C>           <C>
Number of shares:                        1,960,965     3,814,074     1,520,046     1,987,128     3,096,724
Net asset value per share (rounded):   $     10.00   $     11.02   $     29.80   $     16.81   $     15.30
Cost                                   $19,609,651   $42,183,696   $41,477,010   $35,165,236   $47,298,386
<CAPTION>

                                                             PORTFOLIOS (CONTINUED)
                                       --------------------------------------------------------------------
                                          ZERO
                                         COUPON        HIGH
                                          BOND         YIELD         STOCK         EQUITY      NATURAL
                                          2000         BOND          INDEX         INCOME     RESOURCES
                                       -----------   ----------   -----------   ----------   -----------
<S>                                    <C>            <C>          <C>             <C>           <C>
Number of shares:                        1,366,090      404,970      4,391,743       699,162       73,575
Net asset value per share (rounded):   $     12.76   $     7.38   $      39.55   $     20.74   $    12.78
Cost:                                  $17,563,045   $3,157,605   $112,632,164   $14,375,101   $1,229,164
<CAPTION>

                                                             PORTFOLIOS (CONTINUED)
                                       --------------------------------------------------------------------
                                                                      ZERO
                                                                     COUPON                     SMALL
                                                     GOVERNMENT       BOND      PRUDENTIAL  CAPITALIZATION
                                         GLOBAL        INCOME         2005       JENNISON       STOCK
                                       -----------   ----------   -----------   ----------   -----------
<S>                                    <C>          <C>         <C>            <C>           <C>
Number of shares:                          651,861      739,935     1,251,630      166,139       777,053
Net asset value per share (rounded):   $     21.61   $    11.70   $     13.04   $    26.40   $     13.40
Cost:                                  $11,602,655   $8,490,639   $15,831,977   $3,498,471   $11,023,219
</TABLE>

NOTE 4: CONTRACT OWNER UNIT INFORMATION

        Outstanding contract owner units, unit values and total value of
        contract owner equity at March 31, 1999 were as follows: (unaudited)
<TABLE>
<CAPTION>

                                                                                   SUBACCOUNTS
                                                 ----------------------------------------------------------------------------------

                                                    MONEY         DIVERSIFIED                          FLEXIBLE      CONSERVATIVE
                                                   MARKET            BOND             EQUITY           MANAGED         BALANCED
                                                  PORTFOLIO       PORTFOLIO          PORTFOLIO        PORTFOLIO        PORTFOLIO
                                                 -----------    --------------    --------------    --------------    ------------
<S>                                             <C>             <C>                 <C>               <C>           <C>
Contract Owner Units Outstanding (Pruselect I)       297,188         4,899,575           718,944           821,549       5,407,410
Unit Value (Pruselect I) .....................   $   1.54975    $      2.05300    $      3.48794    $      2.77050    $    2.46091
                                                 -----------    --------------    -------------     --------------    ------------
Contract Owner Equity (Pruselect I) ..........   $   460,567    $   10,058,828    $   2,507,633     $    2,276,101    $ 13,307,151
                                                 -----------    --------------    -------------     --------------    ------------
Contract Owner Units Outstanding
   (Pruselect II) ............................    12,356,241        15,573,435        12,267,910        11,235,345      13,845,580
Unit Value (Pruselect II) ....................   $   1.54975    $      2.05300    $      3.48794    $      2.77050    $    2.46091
                                                 -----------    --------------    -------------     --------------    ------------
Contract Owner Equity (Pruselect II) .........   $19,149,084    $   31,972,262    $   42,789,732    $   31,127,522    $ 34,072,727
                                                 -----------    --------------    -------------     --------------    ------------
TOTAL CONTRACT OWNER EQUITY ..................   $19,609,651    $   42,031,090    $   45,297,365    $   33,403,623    $ 47,379,878
                                                 ===========    ==============    ==============    ==============    ============
</TABLE>



                                      A17
<PAGE>

NOTE 4: CONTRACT OWNER UNIT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>

                                                                        SUBACCOUNTS (CONTINUED)
                                                 -------------------------------------------------------------------------
                                                     ZERO
                                                    COUPON       HIGH YIELD        STOCK          EQUITY         NATURAL
                                                   BOND 2000        BOND           INDEX          INCOME        RESOURCES
                                                   PORTFOLIO      PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO
                                                  -----------    ----------    -------------    ------------    ---------
<S>                                               <C>            <C>           <C>             <C>            <C>
Contract Owner Units Outstanding (Pruselect I)             --        29,598        8,347,889       1,226,037      249,323
Unit Value (Pruselect I) ......................   $        --    $  2.22115    $     4.25426    $    3.20691    $ 1.73302
                                                  -----------    ----------    -------------    ------------    ---------
Contract Owner Equity (Pruselect I) ...........   $        --    $   65,742    $  35,514,090    $  3,931,792    $ 432,082
                                                  -----------    ----------    -------------    ------------    ---------
Contract Owner Units Outstanding (Pruselect II)     8,144,063     1,315,956       32,480,232       3,295,639      293,248
Unit Value (Pruselect II) .....................   $   2.14037    $  2.22115    $     4.25426    $    3.20691    $ 1.73302
                                                  -----------    ----------    -------------    ------------    ---------
Contract Owner Equity (Pruselect II) ..........   $17,431,308    $2,922,935    $ 138,179,350    $ 10,568,819    $ 508,205
                                                  -----------    ----------    -------------    ------------    ---------
TOTAL CONTRACT OWNER EQUITY ...................   $17,431,308    $2,988,677    $ 173,693,440    $ 14,500,611    $ 940,287
                                                  ===========    ==========    =============    ============    =========
<CAPTION>


                                                                             SUBACCOUNTS (CONTINUED)
                                                  -------------------------------------------------------------------------
                                                                                  ZERO                          SMALL
                                                                GOVERNMENT       COUPON       PRUDENTIAL    CAPITALIZATION
                                                    GLOBAL       INCOME         BOND 2005      JENNISON         STOCK
                                                   PORTFOLIO    PORTFOLIO       PORTFOLIO      PORTFOLIO       PORTFOLIO
                                                  ----------- -------------   --------------  ------------    ------------
<S>                                               <C>            <C>           <C>             <C>            <C>
Contract Owner Units Outstanding (Pruselect I)             --     1,556,080           25,852       269,286             --
Unit Value (Pruselect I) ......................   $        -- $     1.96815   $      2.44489  $    2.80457    $        --
                                                  ----------- -------------   --------------  ------------    ------------
Contract Owner Equity (Pruselect I) ...........   $        -- $   3,062,599   $       63,206  $    755,230    $        --
                                                  ----------- -------------   --------------  ------------    ------------
Contract Owner Units Outstanding (Pruselect II)     7,863,699     2,842,588        6,649,809     1,294,617       6,557,407
Unit Value (Pruselect II) .....................   $   1.79136 $     1.96815   $      2.44489  $    2.80457    $    1.58790
                                                  ----------- -------------   --------------  ------------    ------------
Contract Owner Equity (Pruselect II) ..........   $14,086,716 $   5,594,639   $   16,258,052  $  3,630,844    $ 10,412,507
                                                  ----------- -------------   --------------  ------------    ------------
TOTAL CONTRACT OWNER EQUITY ...................   $14,086,716 $   8,657,238   $   16,321,258  $  4,386,074    $ 10,412,507
                                                  =========== =============   ==============  ============    ============
</TABLE>


NOTE 5: CHARGES AND EXPENSES (UNAUDITED)

     A.   Mortality Risk and Expense Risk Charges

          The mortality risk and expense risk charges, at an effective annual
          rate of 0.90%, are applied daily against the net assets representing
          equity of contract owners held in each subaccount. Mortality risk is
          that contract holders may not live as long as estimated and expense
          risk is that the cost of issuing and administering the policies may
          exceed related charges by Pruco Life. Pruco Life currently intends to
          charge only 0.60% on these contracts, but reserves the right to make
          the full 0.90% charge.

     B.   Partial Withdrawal Charge

          A charge is imposed by Pruco Life on partial withdrawals of the cash
          surrender value. A charge equal to the lesser of $15 or 2% will be
          made in connection with each partial withdrawal of the cash surrender
          value of a contract.

     C.   Expense Reimbursement

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


                                      A18
<PAGE>


NOTE 5: CHARGES AND EXPENSES (CONTINUED)

     D.   Cost of Insurance Charges

          Contract owner contributions are subject to certain deductions prior
          to being invested in the Account. The deductions are for (1)
          transaction costs which are deducted from each premium payment to
          cover premium collection and processing costs; (2) state premium
          taxes; (3) sales charges which are deducted in order to compensate
          Pruco Life for the cost of selling the contract. Contracts are also
          subject to monthly charges for the costs of administering the
          contract.

NOTE 6: TAXES

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

NOTE 7: NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT

        The increase (decrease) in net assets retained in the Account represents
        the net contributions (withdrawals) of Pruco Life to (from) the Account.
        Effective October 13, 1998, Pruco Life no longer maintains a position in
        the Account. Previously, Pruco Life maintained a position in the Account
        for liquidity purposes including unit purchases and redemptions, fund
        share transactions and expense processing.

NOTE 8: UNIT ACTIVITY

        Transactions in units (including transfers among subaccounts) for the
        three months ended March 31, 1999, and the years ended December 31, 1998
        and 1997 were as follows:
<TABLE>
<CAPTION>

                                                                                SUBACCOUNTS
                                        ----------------------------------------------------------------------------------------
                                                          MONEY MARKET                             DIVERSIFIED BOND
                                                           PORTFOLIO                                 PORTFOLIO
                                        ----------------------------------------------------------------------------------------
                                          1/1/99                                         1/1/99
                                            TO              1/1/98       1/1/97            TO          1/1/98         1/1/97
                                          3/31/99             TO           TO            3/31/99         TO             TO
                                        (UNAUDITED)        12/13/98     12/31/97       (UNAUDITED)    12/13/98       12/31/97
                                        ----------------------------------------------------------------------------------------
<S>                                      <C>              <C>          <C>              <C>           <C>            <C>
         Contract Owner Contributions:   5,180,929        11,769,929   15,281,942       2,072,745     5,686,444      4,556,760
         Contract Owner Redemptions:      (968,829)       (9,721,732)  16,788,123)     (1,531,858)   (4,658,242)    (3,288,085)

<CAPTION>

                                                                         SUBACCOUNTS (CONTINUED)
                                        ----------------------------------------------------------------------------------------
                                                            EQUITY                               FLEXIBLE MANAGED
                                                           PORTFOLIO                                 PORTFOLIO
                                        ----------------------------------------------------------------------------------------
                                          1/1/99                                         1/1/99
                                            TO              1/1/98       1/1/97            TO          1/1/98         1/1/97
                                          3/31/99             TO           TO            3/31/99         TO             TO
                                        (UNAUDITED)        12/13/98     12/31/97       (UNAUDITED)    12/13/98       12/31/97
                                        ----------------------------------------------------------------------------------------
<S>                                      <C>              <C>          <C>              <C>           <C>            <C>
        Contract Owner Contributions:    1,031,422         2,885,417    4,465,527       1,730,484     8,590,002      4,476,620
        Contract Owner Redemptions:     (1,332,251)       (6,422,617)  (3,935,074)     (1,690,156)  (11,597,522)    (3,255,025)

<CAPTION>


                                                                         SUBACCOUNTS (CONTINUED)
                                         ----------------------------------------------------------------------------------------
                                                    CONSERVATIVE BALANCED                      ZERO COUPON BOND 2000
                                                           PORTFOLIO                               PORTFOLIO
                                        ----------------------------------------------------------------------------------------
                                          1/1/99                                         1/1/99
                                            TO              1/1/98       1/1/97            TO          1/1/98         1/1/97
                                          3/31/99             TO           TO            3/31/99         TO             TO
                                        (UNAUDITED)        12/13/98     12/31/97       (UNAUDITED)    12/13/98       12/31/97
                                        ----------------------------------------------------------------------------------------
<S>                                      <C>              <C>          <C>              <C>           <C>            <C>
        Contract Owner Contributions:     802,397        12,272,439    5,516,349              --     3,053,595     11,968,207
        Contract Owner Redemptions:      (908,658)      (14,641,165)   2,950,237)         (8,313)   (4,144,022)   (13,929,611)
</TABLE>




                                      A19
<PAGE>


NOTE 8: UNIT ACTIVITY (CONTINUED)


<TABLE>
<CAPTION>

                                                                         SUBACCOUNTS (CONTINUED)
                                        --------------------------------------------------------------------------------------------
                                                       HIGH YIELD BOND                               STOCK INDEX
                                                          PORTFOLIO                                   PORTFOLIO
                                       --------------------------------------------------------------------------------------------
                                            1/1/99                                        1/1/99
                                              TO            1/1/98        1/1/97            TO           1/1/98         1/1/97
                                            3/31/99           TO            TO            3/31/99          TO             TO
                                          (UNAUDITED)      12/13/98      12/31/97       (UNAUDITED)     12/13/98       12/31/97
                                       --------------------------------------------------------------------------------------------
<S>                                      <C>              <C>          <C>              <C>           <C>            <C>
        Contract Owner Contributions:      196,151         621,628     1,021,708       3,186,939     12,075,930     20,876,571
        Contract Owner Redemptions:       (286,821)       (117,717)     (879,849)     (3,457,339)    (5,649,830)   (11,486,568)


<CAPTION>

                                                                         SUBACCOUNTS (CONTINUED)
                                        --------------------------------------------------------------------------------------------
                                                        EQUITY INCOME                              NATURAL RESOURCES
                                                         PORTFOLIO                                     PORTFOLIO
                                       --------------------------------------------------------------------------------------------
                                            1/1/99                                        1/1/99
                                              TO            1/1/98        1/1/97            TO           1/1/98         1/1/97
                                            3/31/99           TO            TO            3/31/99          TO             TO
                                          (UNAUDITED)      12/13/98      12/31/97       (UNAUDITED)     12/13/98       12/31/97
                                       --------------------------------------------------------------------------------------------
<S>                                      <C>              <C>          <C>              <C>           <C>            <C>
        Contract Owner Contributions:     1,858,410       3,556,140       679,346          25,952         89,639        237,684
        Contract Owner Redemptions:      (1,988,244)     (3,811,832)     (873,682)        (18,660)       (66,113)      (378,671)

<CAPTION>

                                                                         SUBACCOUNTS (CONTINUED)
                                        --------------------------------------------------------------------------------------------
                                                            GLOBAL                                  GOVERNMENT INCOME
                                                          PORTFOLIO                                      PORTFOLIO
                                       --------------------------------------------------------------------------------------------
                                            1/1/99                                        1/1/99
                                              TO            1/1/98        1/1/97            TO           1/1/98         1/1/97
                                            3/31/99           TO            TO            3/31/99          TO             TO
                                          (UNAUDITED)      12/13/98      12/31/97       (UNAUDITED)     12/13/98       12/31/97
                                       --------------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>             <C>            <C>            <C>
        Contract Owner Contributions:     794,299       2,263,591     0,705,193       2,612,877      3,917,010      3,049,723
        Contract Owner Redemptions:      (355,625)      2,393,156)    4,887,428)     (2,447,765)     1,539,750)    (3,251,977)

<CAPTION>

                                                                         SUBACCOUNTS (CONTINUED)
                                        --------------------------------------------------------------------------------------------
                                                   ZERO COUPON BOND 2005                         PRUDENTIAL JENNISON
                                                         PORTFOLIO                                     PORTFOLIO
                                       --------------------------------------------------------------------------------------------
                                            1/1/99                                        1/1/99
                                              TO            1/1/98        1/1/97            TO           1/1/98         1/1/97

                                            3/31/99           TO            TO            3/31/99          TO             TO
                                          (UNAUDITED)      12/13/98      12/31/97       (UNAUDITED)     12/13/98       12/31/97

                                       --------------------------------------------------------------------------------------------
<S>                                      <C>              <C>          <C>              <C>           <C>            <C>
        Contract Owner Contributions:       29,214       3,960,131     9,228,779         957,400      1,126,502        589,921
        Contract Owner Redemptions:         (6,697)        (75,113)   (6,935,187)       (469,077)      (524,101)      (302,690)

<CAPTION>


                                                 SUBACCOUNTS (CONTINUED)
                                       ----------------------------------------------
                                                SMALL CAPITALIZATION STOCK
                                                          PORTFOLIO
                                       ----------------------------------------------
                                            1/1/99
                                              TO            1/1/98        1/1/97
                                            3/31/99           TO            TO
                                          (UNAUDITED)      12/13/98      12/31/97
                                       ----------------------------------------------
<S>                                      <C>           <C>           <C>
        Contract Owner Contributions:      760,303       3,950,209     3,529,907
        Contract Owner Redemptions:       (242,621)     (1,275,859)   (3,181,968)

</TABLE>



                                      A20
<PAGE>

NOTE 9: PURCHASES AND SALES OF INVESTMENTS

       The aggregate costs of purchases and proceeds from sales of investments
       in the Series Fund for the three months ended March 31, 1999 were as
       follows: (unaudited)
<TABLE>
<CAPTION>

                                              PORTFOLIOS
                     --------------------------------------------------------------------
                                   DIVERSIFIED                   FLEXIBLE   CONSERVATIVE
                     MONEY MARKET     BOND        EQUITY         MANAGED      BALANCED
                      ----------  -----------  ------------  -----------  --------------
<S>                  <C>          <C>            <C>           <C>          <C>
       Purchases..   $7,238,814   $1,543,002     $ 1,786,840   $ 834,368    $ 1,265,409
       Sales......   $ (746,290)  $ (477,170)    $(2,927,982)  $(764,241)   $(1,591,531)

<CAPTION>

                                           PORTFOLIOS (CONTINUED)
                     --------------------------------------------------------------------

                     ZERO COUPON  HIGH YIELD       STOCK        EQUITY      NATURAL
                      BOND 2000      BOND          INDEX        INCOME     RESOURCES
                     ----------  -----------  ------------  -----------  --------------
<S>                  <C>          <C>            <C>           <C>          <C>
        Purchases..   $     --    $ 296,419    $ 2,875,728    $ 165,301   $ 43,905
        Sales......   $(33,491)   $(497,863)   $(4,243,472)   $(595,975)  $(34,353)
<CAPTION>

                                           PORTFOLIOS (CONTINUED)
                     --------------------------------------------------------------------
                                                                             SMALL
                                  GOVERNMENT   ZERO COUPON   PRUDENTIAL  CAPITALIZATION
                       GLOBAL       INCOME      BOND 2005     JENNISON      STOCK
                     ----------  -----------  ------------  -----------  --------------
<S>                  <C>          <C>            <C>           <C>          <C>
        Purchases..  $1,022,457   $ 440,751    $ 67,545     $1,402,976   $1,001,213
        Sales......  $ (251,083)  $(126,052)   $(26,500)    $  (99,946)  $ (147,199)
</TABLE>




                                      A21


<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF NET ASSETS
December 31, 1998

<CAPTION>

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

ASSETS
   Investment in The Prudential Series Fund, Inc.
      Portfolios at net asset value [Note 3] ............    $12,954,317    $41,131,530    $46,158,354    $32,845,241    $47,024,976
                                                             -----------    -----------    -----------    -----------    -----------
   Net Assets ...........................................    $12,954,317    $41,131,530    $46,158,354    $32,845,241    $47,024,976
                                                             ===========    ===========    ===========    ===========    ===========

NET ASSETS, representing:
   Equity of contract owners ............................    $12,954,317    $41,131,530    $46,158,354    $32,845,241    $47,024,976
                                                             -----------    -----------    -----------    -----------    -----------
                                                             $12,954,317    $41,131,530    $46,158,354    $32,845,241    $47,024,976
                                                             ===========    ===========    ===========    ===========    ===========




                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


                                                                 A22


</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                     SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------------------------------------------------------------------------------
 ZERO COUPON           HIGH
    BOND               YIELD               STOCK             EQUITY             NATURAL                              GOVERNMENT
    2000                BOND               INDEX             INCOME            RESOURCES            GLOBAL             INCOME
  PORTFOLIO          PORTFOLIO           PORTFOLIO          PORTFOLIO          PORTFOLIO           PORTFOLIO          PORTFOLIO
 -----------         ----------        ------------        -----------         --------           -----------         ----------
 <S>                 <C>               <C>                 <C>                 <C>                <C>                 <C>
 $17,432,960         $3,120,239        $167,052,336        $14,428,890         $871,086           $13,040,571         $8,465,967
 -----------         ----------        ------------        -----------         --------           -----------         ----------
 $17,432,960         $3,120,239        $167,052,336        $14,428,890         $871,086           $13,040,571         $8,465,967
 ===========         ==========        ============        ===========         ========           ===========         ==========



 $17,432,960         $3,120,239        $167,052,336        $14,428,890         $871,086           $13,040,571         $8,465,967
 -----------         ----------        ------------        -----------         --------           -----------         ----------
 $17,432,960         $3,120,239        $167,052,336        $14,428,890         $871,086           $13,040,571         $8,465,967
 ===========         ==========        ============        ===========         ========           ===========         ==========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A23

<PAGE>


                                    FINANCIAL STATEMENTS OF
                             PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF NET ASSETS
December 31, 1998
<TABLE>
<CAPTION>
                                                                   SUBACCOUNTS
                                                    -----------------------------------------
                                                    ZERO COUPON                    SMALL
                                                       BOND        PRUDENTIAL  CAPITALIZATION
                                                       2005         JENNISON       STOCK
                                                     PORTFOLIO     PORTFOLIO     PORTFOLIO
                                                    -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>
ASSETS
   Investment in The Prudential Series Fund, Inc.
      Portfolios at net asset value [Note 3] ....   $16,782,089   $ 2,735,579   $10,543,368
                                                    -----------   -----------   -----------
   Net Assets ...................................   $16,782,089   $ 2,735,579   $10,543,368
                                                    ===========   ===========   ===========

NET ASSETS, representing:
   Equity of contract owners ....................   $16,782,089   $ 2,735,579   $10,543,368
                                                    -----------   -----------   -----------
                                                    $16,782,089   $ 2,735,579   $10,543,368
                                                    ===========   ===========   ===========
</TABLE>


                  SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


                                              A24

<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF OPERATIONS
For the years ended December 31, 1998, 1997 and 1996

<CAPTION>
                                                                                  SUBACCOUNTS
                                                 -----------------------------------------------------------------------------------
                                                                 MONEY                                  DIVERSIFIED
                                                                 MARKET                                     BOND
                                                               PORTFOLIO                                 PORTFOLIO
                                                 --------------------------------------   -----------------------------------------
                                                    1998         1997           1996         1998           1997          1996
                                                 ----------   -----------   -----------   -----------    -----------    -----------
<S>                                              <C>          <C>           <C>           <C>            <C>            <C>
INVESTMENT INCOME
   Dividend income ...........................   $  461,945   $   461,061   $   370,956   $ 2,359,120    $ 2,574,631    $ 2,171,278
                                                 ----------   -----------   -----------   -----------    -----------    -----------
EXPENSES
   Charges to contract owners for assuming
    mortality risk and expense risk [Note 5A]        53,117        50,651        40,789       229,634        205,292        210,590
   Reimbursement for excess expenses [Note 5C]            0             0             0             0              0              0
                                                 ----------   -----------   -----------   -----------    -----------    -----------
NET EXPENSES .................................       53,117        50,651        40,789       229,634        205,292        210,590
                                                 ----------   -----------   -----------   -----------    -----------    -----------
NET INVESTMENT INCOME (LOSS) .................      408,828       410,410       330,167     2,129,486      2,369,339      1,960,688
                                                 ----------   -----------   -----------   -----------    -----------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS
    Capital gains distributions received .....            0             0             0       128,093        408,037              0
    Realized gain (loss) on shares redeemed ..            0             0             0       173,161         94,146        296,104
    Net change in unrealized gain (loss)
      on investments .........................            0             0             0       (29,348)      (288,588)      (852,759)
                                                 ----------   -----------   -----------   -----------    -----------    -----------
NET GAIN (LOSS) ON INVESTMENTS ...............            0             0             0       271,906        213,595       (556,655)
                                                 ----------   -----------   -----------   -----------    -----------    -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .................   $  408,828   $   410,410   $   330,167   $ 2,401,392    $ 2,582,934    $ 1,404,033
                                                 ==========   ===========   ===========   ===========    ===========    ===========



                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A25

<PAGE>
<TABLE>
<CAPTION>

                                                       SUBACCOUNTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            FLEXIBLE                                   CONSERVATIVE
                 EQUITY                                     MANAGED                                      BALANCED
                PORTFOLIO                                   PORTFOLIO                                    PORTFOLIO
- ----------------------------------------    -----------------------------------------     ------------------------------------------
   1998            1997         1996           1998           1997           1996            1998           1997           1996
- -----------    -----------   -----------    -----------    -----------    -----------     -----------    -----------    -----------
<S>            <C>           <C>            <C>            <C>            <C>             <C>            <C>            <C>

$   860,120    $ 1,108,812   $   897,405    $ 1,147,432    $ 1,050,936    $   810,334     $ 1,965,960    $ 2,025,296    $ 1,460,883
- -----------    -----------   -----------    -----------    -----------    -----------     -----------    -----------    -----------

    284,011        286,301       203,014        209,364        206,248        145,789         271,618        256,921        213,652
          0              0             0              0              0              0               0              0              0
- -----------    -----------   -----------    -----------    -----------    -----------     -----------    -----------    -----------
    284,011        286,301       203,014        209,364        206,248        145,789         271,618        256,921        213,652
- -----------    -----------   -----------    -----------    -----------    -----------     -----------    -----------    -----------
    576,109        822,511       694,391        938,068        844,688        664,545       1,694,342      1,768,375      1,247,231
- -----------    -----------   -----------    -----------    -----------    -----------     -----------    -----------    -----------


  5,026,484      2,827,131     3,585,387      3,419,770      5,545,715      2,731,323       2,703,038      5,037,552      2,164,504
  4,779,486      1,774,816       633,352        353,509        605,368         75,275         935,553        200,066        464,539

 (5,230,122)     4,476,157       759,941     (1,305,317)    (1,682,924)      (331,513)       (276,688)    (1,945,306)       108,733
- -----------    -----------   -----------    -----------    -----------    -----------     -----------    -----------    -----------
  4,575,848      9,078,104     4,978,680      2,467,962      4,468,159      2,475,085       3,361,903      3,292,312      2,737,776
- -----------    -----------   -----------    -----------    -----------    -----------     -----------    -----------    -----------

$ 5,151,957    $ 9,900,615   $ 5,673,071    $ 3,406,030    $ 5,312,847    $ 3,139,630     $ 5,056,245    $ 5,060,687    $ 3,985,007
===========    ===========   ===========    ===========    ===========    ===========     ===========    ===========    ===========



                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A26

<PAGE>
<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF OPERATIONS
For the years ended December 31, 1998, 1997 and 1996

<CAPTION>
                                                                                     SUBACCOUNTS
                                                  ----------------------------------------------------------------------------------
                                                                ZERO COUPON                                  HIGH
                                                                    BOND                                     YIELD
                                                                    2000                                      BOND
                                                                 PORTFOLIO                                 PORTFOLIO
                                                 -----------------------------------------    -------------------------------------
                                                    1998           1997           1996           1998         1997          1996
                                                 -----------    -----------    -----------    ----------    ----------   ----------
<S>                                              <C>            <C>            <C>            <C>           <C>          <C>
INVESTMENT INCOME
   Dividend income ...........................   $   821,929    $   745,017    $   472,600    $  261,439    $  197,684   $  132,351
                                                 -----------    -----------    -----------    ----------    ----------   ----------
EXPENSES
   Charges to contract owners for assuming
    mortality risk and expense risk [Note 5A]        101,177        101,616         34,875        15,665        12,354        7,323
   Reimbursement for excess expenses [Note 5C]       (37,196)       (42,117)        (8,393)            0             0            0
                                                 -----------    -----------    -----------    ----------    ----------   ----------
NET EXPENSES .................................        63,981         59,499         26,482        15,665        12,354        7,323
                                                 -----------    -----------    -----------    ----------    ----------   ----------
NET INVESTMENT INCOME (LOSS) .................       757,948        685,518        446,118       245,774       185,330      125,028
                                                 -----------    -----------    -----------    ----------    ----------   ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS
    Capital gains distributions received .....       227,825        690,332              0             0             0            0
    Realized gain (loss) on shares redeemed ..       (52,050)       (94,913)        81,019        (4,633)       16,526        3,467
    Net change in unrealized gain (loss)
      on investments .........................       217,606       (355,649)       (17,112)     (334,049)       59,640       (3,313)
                                                 -----------    -----------    -----------    ----------    ----------   ----------
NET GAIN (LOSS) ON INVESTMENTS ...............       393,381        239,770         63,907      (338,682)       76,166          154
                                                 -----------    -----------    -----------    ----------    ----------   ----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .................   $ 1,151,329    $   925,288    $   510,025    $  (92,908)   $  261,496   $  125,182
                                                 ===========    ===========    ===========    ==========    ==========   ==========



                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A27


<PAGE>

<TABLE>
<CAPTION>

                                                     SUBACCOUNTS (CONTINUED)
- ----------------------------------------------------------------------------------------------------------------------------

                  STOCK                                      EQUITY                                 NATURAL
                  INDEX                                      INCOME                                RESOURCES
                PORTFOLIO                                  PORTFOLIO                               PORTFOLIO
- ----------------------------------------   ----------------------------------------   --------------------------------------
    1998           1997         1996          1998           1997          1996         1998          1997           1996
- ------------   -----------   -----------   -----------    -----------   -----------   ----------    ----------    ----------
<S>            <C>           <C>           <C>            <C>           <C>           <C>           <C>           <C>

$  1,729,752   $ 1,326,042   $   900,654   $   365,234    $   370,792   $   475,277   $    8,084    $    8,087    $    8,770
- ------------   -----------   -----------   -----------    -----------   -----------   ----------    ----------    ----------


     820,541       502,161       260,862        90,144         85,229        94,957        5,828         9,335         7,362
           0             0             0             0              0             0            0             0          (160)
- ------------   -----------   -----------   -----------    -----------   -----------   ----------    ----------    ----------
     820,541       502,161       260,862        90,144         85,229        94,957        5,828         9,335         7,202
- ------------   -----------   -----------   -----------    -----------   -----------   ----------    ----------    ----------
     909,211       823,881       639,792       275,090        285,563       380,320        2,256        (1,248)        1,568
- ------------   -----------   -----------   -----------    -----------   -----------   ----------    ----------    ----------


   2,499,196     2,997,271       673,354       797,222      1,414,553       485,860       50,250       136,346       172,185
   5,771,729     2,754,626       413,888     2,673,910        481,377       908,956      (28,695)       24,931        33,275

  24,590,569    15,534,339     7,149,445    (4,107,342)     2,177,083     1,098,444     (210,866)     (299,786)       88,415
- ------------   -----------   -----------   -----------    -----------   -----------   ----------    ----------    ----------
  32,861,494    21,286,236     8,236,687      (636,210)     4,073,013     2,493,260     (189,311)     (138,509)      293,875
- ------------   -----------   -----------   -----------    -----------   -----------   ----------    ----------    ----------

$ 33,770,705   $22,110,117   $ 8,876,479   $  (361,120)   $ 4,358,576   $ 2,873,580   $ (187,055)   $ (139,757)   $  295,443
============   ===========   ===========   ===========    ===========   ===========   ==========    ==========    ==========



                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A28

<PAGE>
<TABLE>


                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF OPERATIONS
For the years ended December 31, 1998, 1997 and 1996

<CAPTION>

                                                                                    SUBACCOUNTS
                                                  ----------------------------------------------------------------------------------

                                                                                                         GOVERNMENT
                                                                 GLOBAL                                    INCOME
                                                               PORTFOLIO                                  PORTFOLIO
                                                 ----------------------------------------   ---------------------------------------
                                                    1998          1997           1996          1998          1997          1996
                                                 -----------   -----------    -----------   -----------   -----------   -----------
<S>                                              <C>           <C>            <C>           <C>           <C>           <C>
INVESTMENT INCOME
   Dividend income ...........................   $   160,959   $   149,254    $   312,052   $   402,330   $   257,272   $   215,507
                                                 -----------   -----------    -----------   -----------   -----------   -----------
EXPENSES
   Charges to contract owners for assuming
    mortality risk and expense risk [Note 5A]         70,813        80,250         67,425        38,968        23,144        17,932
   Reimbursement for excess expenses [Note 5C]             0             0              0             0             0             0
                                                 -----------   -----------    -----------   -----------   -----------   -----------
NET EXPENSES .................................        70,813        80,250         67,425        38,968        23,144        17,932
                                                 -----------   -----------    -----------   -----------   -----------   -----------
NET INVESTMENT INCOME (LOSS) .................        90,146        69,004        244,627       363,362       234,128       197,575
                                                 -----------   -----------    -----------   -----------   -----------   -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS
    Capital gains distributions received .....       536,310       504,462        240,786             0             0             0
    Realized gain (loss) on shares redeemed ..       235,100     1,501,595        155,802         8,247        17,410           553
    Net change in unrealized gain (loss)
      on investments .........................     1,531,076      (871,934)     1,328,007       205,452        86,634      (117,230)
                                                 -----------   -----------    -----------   -----------   -----------   -----------
NET GAIN (LOSS) ON INVESTMENTS ...............     2,302,486     1,134,123      1,724,595       213,699       104,044      (116,677)
                                                 -----------   -----------    -----------   -----------   -----------   -----------
NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS .................   $ 2,392,632   $ 1,203,127    $ 1,969,222   $   577,061   $   338,172   $    80,898
                                                 ===========   ===========    ===========   ===========   ===========   ===========



                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A29

<PAGE>

<TABLE>
<CAPTION>

                                                           SUBACCOUNTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
                 ZERO COUPON                                                                                      SMALL
                     BOND                                        PRUDENTIAL                                   CAPITALIZATION
                     2005                                         JENNISON                                        STOCK
                  PORTFOLIO                                      PORTFOLIO                                      PORTFOLIO
- -------------------------------------------    -----------------------------------------    ----------------------------------------
     1998            1997           1996           1998          1997           1996           1998           1997          1996
- -------------    -----------    -----------    -----------    -----------    -----------    -----------    -----------   -----------
<S>              <C>            <C>            <C>            <C>            <C>            <C>            <C>           <C>

$     650,198    $   485,431    $    48,741    $     3,905    $     1,751    $       547    $    49,149    $    39,052   $    24,838
- -------------    -----------    -----------    -----------    -----------    -----------    -----------    -----------   -----------


       67,532         42,708          5,414         11,315          4,217          1,034         43,679         34,205        11,568
      (22,824)       (23,762)        (1,163)             0              0              0              0              0             0
- -------------    -----------    -----------    -----------    -----------    -----------    -----------    -----------   -----------
       44,708         18,946          4,251         11,315          4,217          1,034         43,679         34,205        11,568
- -------------    -----------    -----------    -----------    -----------    -----------    -----------    -----------   -----------
      605,490        466,485         44,490         (7,410)        (2,466)          (487)         5,470          4,847        13,270
- -------------    -----------    -----------    -----------    -----------    -----------    -----------    -----------   -----------


        7,803        124,816         10,654         37,636         50,105              0        604,937        381,206        76,737
       12,587        225,279             93         22,375         43,121           (693)       (29,549)       703,647         2,225

      773,486        215,644        (61,956)       478,204         73,161         14,438        (95,776)       238,634       219,537
- -------------    -----------    -----------    -----------    -----------    -----------    -----------    -----------   -----------
      793,876        565,739        (51,209)       538,215        166,387         13,745        479,612      1,323,487       298,499
- -------------    -----------    -----------    -----------    -----------    -----------    -----------    -----------   -----------

$   1,399,366    $ 1,032,224    $    (6,719)   $   530,805    $   163,921    $    13,258    $   485,082    $ 1,328,334   $   311,769
=============    ===========    ===========    ===========    ===========    ===========    ===========    ===========   ===========


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A30


<PAGE>

<TABLE>

                                                       FINANCIAL STATEMENTS OF
                                                PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1998, 1997 and 1996

<CAPTION>
                                                                                SUBACCOUNTS
                                                               ----------------------------------------------
                                                                                   MONEY
                                                                                   MARKET
                                                                                 PORTFOLIO
                                                               ----------------------------------------------
                                                                    1998            1997           1996
                                                                ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>
OPERATIONS
  Net investment income (loss) ..............................   $    408,828    $    410,410    $    330,167
  Capital gains distributions received ......................              0               0               0
  Realized gain (loss) on shares redeemed ...................              0               0               0
  Net change in unrealized gain (loss) on investments .......              0               0               0
                                                                ------------    ------------    ------------



NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS ................................................        408,828         410,410         330,167
                                                                ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  [Note 7] ..................................................      3,180,058      (2,071,596)      4,126,018
                                                                ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT
  [Note 8] ..................................................         (1,722)       (115,766)     (2,181,943)
                                                                ------------    ------------    ------------


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ....................................................      3,587,164      (1,776,952)      2,274,242


NET ASSETS
  Beginning of year .........................................      9,367,153      11,144,105       8,869,863
                                                                ------------    ------------    ------------
  End of year ...............................................   $ 12,954,317    $  9,367,153    $ 11,144,105
                                                                ============    ============    ============

<CAPTION>

                                                                                SUBACCOUNTS
                                                               ----------------------------------------------
                                                                                DIVERSIFIED
                                                                                   BOND
                                                                                 PORTFOLIO
                                                               ----------------------------------------------
                                                                    1998            1997           1996
                                                                ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>
OPERATIONS
  Net investment income (loss) ..............................   $  2,129,486    $  2,369,339    $  1,960,688
  Capital gains distributions received ......................        128,093         408,037               0
  Realized gain (loss) on shares redeemed ...................        173,161          94,146         296,104
  Net change in unrealized gain (loss) on investments .......        (29,348)       (288,588)       (852,759)
                                                                ------------    ------------    ------------



NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS ................................................      2,401,392       2,582,934       1,404,033
                                                                ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  PREMIUM PAYMENTS
  AND OTHER OPERATING TRANSFERS
  [Note 7] ..................................................      2,146,163       2,394,859      (5,205,030)
                                                                ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT
  [Note 8] ..................................................        (35,755)        (86,028)        (35,291)
                                                                ------------    ------------    ------------


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ....................................................      4,511,800       4,891,765      (3,836,288)


NET ASSETS
  Beginning of year .........................................     36,619,730      31,727,965      35,564,253
                                                                ------------    ------------    ------------
  End of year ...............................................   $ 41,131,530    $ 36,619,730    $ 31,727,965
                                                                ============    ============    ============


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A31


<PAGE>

<TABLE>
<CAPTION>


                                                      SUBACCOUNTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                              FLEXIBLE                                           CONSERVATIVE
                    EQUITY                                    MANAGED                                              BALANCED
                  PORTFOLIO                                  PORTFOLIO                                            PORTFOLIO
- -----------------------------------------   ------------------------------------------   -------------------------------------------
    1998            1997         1996           1998           1997           1996          1998           1997           1996
- ------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------   ------------
<S>            <C>           <C>            <C>            <C>            <C>            <C>            <C>            <C>

$    576,109   $    822,511  $    694,391   $    938,068   $    844,688   $    664,545   $  1,694,342   $  1,768,375   $  1,247,231
   5,026,484      2,827,131     3,585,387      3,419,770      5,545,715      2,731,323      2,703,038      5,037,552      2,164,504
   4,779,486      1,774,816       633,352        353,509        605,368         75,275        935,553        200,066        464,539
  (5,230,122)     4,476,157       759,941     (1,305,317)    (1,682,924)      (331,513)      (276,688)    (1,945,306)       108,733
- ------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------   ------------




   5,151,957      9,900,615     5,673,071      3,406,030      5,312,847      3,139,630      5,056,245      5,060,687      3,985,007
- ------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------   ------------



 (12,389,442)     1,756,237     5,017,735     (8,139,189)     2,797,186      4,354,486     (5,546,467)     5,232,756     (1,853,576)
- ------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------   ------------

    (378,339)         2,060        (6,721)        99,015         (1,047)        16,614         (6,712)     1,650,849     (1,583,656)
- ------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------   ------------




  (7,615,824)    11,658,912    10,684,085     (4,634,144)     8,108,986      7,510,730       (496,934)    11,944,292        547,775

  53,774,178     42,115,266    31,431,181     37,479,385     29,370,399     21,859,669     47,521,910     35,577,618     35,029,843
- ------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------   ------------
$ 46,158,354   $ 53,774,178  $ 42,115,266   $ 32,845,241   $ 37,479,385   $ 29,370,399   $ 47,024,976   $ 47,521,910   $ 35,577,618
============   ============  ============   ============   ============   ============   ============   ============   ============


                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A32



<PAGE>


<TABLE>

                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1998, 1997 and 1996

<CAPTION>

                                                                         SUBACCOUNTS
                                                        --------------------------------------------
                                                                         ZERO COUPON
                                                                            BOND
                                                                            2000
                                                                          PORTFOLIO
                                                        --------------------------------------------
                                                            1998            1997           1996
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
OPERATIONS
  Net investment income (loss) ......................   $    757,948    $    685,518    $    446,118
  Capital gains distributions received ..............        227,825         690,332               0
  Realized gain (loss) on shares redeemed ...........        (52,050)        (94,913)         81,019
  Net change in unrealized gain (loss) on investments        217,606        (355,649)        (17,112)
                                                        ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 OPERATIONS .........................................      1,151,329         925,288         510,025
                                                        ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 PREMIUM PAYMENTS
 AND OTHER OPERATING TRANSFERS
 [Note 7] ...........................................     (2,157,024)     (3,375,043)     20,209,923
                                                        ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RETAINED IN THE ACCOUNT
 [Note 8] ...........................................        (33,379)       (325,458)         (9,441)
                                                        ------------    ------------    ------------


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ............................................     (1,039,074)     (2,775,213)     20,710,507


NET ASSETS
  Beginning of year .................................     18,472,034      21,247,247         536,740
                                                        ------------    ------------    ------------
  End of year .......................................   $ 17,432,960    $ 18,472,034    $ 21,247,247
                                                        ============    ============    ============

<CAPTION>

                                                                         SUBACCOUNTS
                                                        --------------------------------------------
                                                                            HIGH
                                                                            YIELD
                                                                            BOND
                                                                          PORTFOLIO
                                                        --------------------------------------------
                                                            1998            1997           1996
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
OPERATIONS
  Net investment income (loss) ......................    $    245,774    $    185,330    $    125,028
  Capital gains distributions received ..............               0               0               0
  Realized gain (loss) on shares redeemed ...........          (4,633)         16,526           3,467
  Net change in unrealized gain (loss) on investments        (334,049)         59,640          (3,313)
                                                         ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 OPERATIONS .........................................         (92,908)        261,496         125,182
                                                         ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 PREMIUM PAYMENTS
 AND OTHER OPERATING TRANSFERS
 [Note 7] ...........................................       1,124,024         261,186         594,373
                                                         ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RETAINED IN THE ACCOUNT
 [Note 8] ...........................................          (1,836)         (7,832)         (9,051)
                                                         ------------    ------------    ------------


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ............................................       1,029,280         514,850         710,504


NET ASSETS
  Beginning of year .................................       2,090,959       1,576,109         865,605
                                                         ------------    ------------    ------------
  End of year .......................................    $  3,120,239    $  2,090,959    $  1,576,109
                                                         ============    ============    ============



           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                       A33

<PAGE>


<TABLE>
<CAPTION>


                                                        SUBACCOUNTS (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                EQUITY                                      NATURAL
                 STOCK INDEX                                    INCOME                                     RESOURCES
                  PORTFOLIO                                   PORTFOLIO                                    PORTFOLIO
- -------------------------------------------  ------------------------------------------   ------------------------------------------
    1998           1997            1996          1998           1997           1996           1998           1997           1996
- -------------  -------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------
<S>            <C>             <C>           <C>            <C>            <C>            <C>            <C>            <C>

$     909,211  $     823,881   $    639,792  $    275,090   $    285,563   $    380,320   $      2,256   $     (1,248)  $      1,568
    2,499,196      2,997,271        673,354       797,222      1,414,553        485,860         50,250        136,346        172,185
    5,771,729      2,754,626        413,888     2,673,910        481,377        908,956        (28,695)        24,931         33,275
   24,590,569     15,534,339      7,149,445    (4,107,342)     2,177,083      1,098,444       (210,866)      (299,786)        88,415
- -------------  -------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------




   33,770,705     22,110,117      8,876,479      (361,120)     4,358,576      2,873,580       (187,055)      (139,757)       295,443
- -------------  -------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------




   22,836,062     27,253,947     17,931,933      (888,071)      (669,845)    (7,025,151)        47,329       (321,997)       425,963
- -------------  -------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------



       42,339         (7,138)        62,929       (15,048)       (64,926)      (214,892)        (5,635)       (11,668)         3,239
- -------------  -------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------



   56,649,106     49,356,926     26,871,341    (1,264,239)     3,623,805     (4,366,463)      (145,361)      (473,422)       724,645



  110,403,230     61,046,304     34,174,963    15,693,129     12,069,324     16,435,787      1,016,447      1,489,869        765,224
- -------------  -------------   ------------  ------------   ------------   ------------   ------------   ------------   ------------
$ 167,052,336  $ 110,403,230   $ 61,046,304  $ 14,428,890   $ 15,693,129   $ 12,069,324   $    871,086   $  1,016,447   $  1,489,869
=============  =============   ============  ============   ============   ============   ============   ============   ============



                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A34



<PAGE>



<TABLE>

                             FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 1998, 1997 and 1996

<CAPTION>

                                                                       SUBACCOUNTS
                                                     -----------------------------------------------

                                                                         GLOBAL
                                                                       PORTFOLIO
                                                     ----------------------------------------------
                                                          1998            1997           1996
                                                     --------------- ------------------------------
<S>                                                    <C>             <C>             <C>
OPERATIONS
 Net investment income (loss) ......................   $     90,146    $     69,004    $    244,627
 Capital gains distributions received ..............        536,310         504,462         240,786
 Realized gain (loss) on shares redeemed ...........        235,100       1,501,595         155,802
 Net change in unrealized gain (loss) on investments      1,531,076        (871,934)      1,328,007
                                                       ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 OPERATIONS ........................................      2,392,632       1,203,127       1,969,222
                                                       ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 PREMIUM PAYMENTS
 AND OTHER OPERATING TRANSFERS
 [Note 7] ..........................................        (52,105)     (6,012,623)      5,591,186
                                                       ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RETAINED IN THE ACCOUNT
 [Note 8] ..........................................        (27,164)       (140,126)         72,239
                                                       ------------    ------------    ------------


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ...........................................      2,313,363      (4,949,622)      7,632,647


NET ASSETS
  Beginning of year ................................     10,727,208      15,676,830       8,044,183
                                                       ------------    ------------    ------------
  End of year ......................................   $ 13,040,571    $ 10,727,208    $ 15,676,830
                                                       ============    ============    ============

<CAPTION>

                                                                       SUBACCOUNTS
                                                     -----------------------------------------------
                                                                       GOVERNMENT
                                                                         INCOME
                                                                       PORTFOLIO
                                                     ----------------------------------------------
                                                          1998            1997           1996
                                                     --------------- ------------------------------
<S>                                                    <C>             <C>             <C>
OPERATIONS
 Net investment income (loss) ......................   $    363,362    $    234,128    $    197,575
 Capital gains distributions received ..............              0               0               0
 Realized gain (loss) on shares redeemed ...........          8,247          17,410             553
 Net change in unrealized gain (loss) on investments        205,452          86,634        (117,230)
                                                       ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 OPERATIONS ........................................        577,061         338,172          80,898
                                                       ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM
 PREMIUM PAYMENTS
 AND OTHER OPERATING TRANSFERS
 [Note 7] ..........................................      4,457,892        (371,160)      1,069,544
                                                       ------------    ------------    ------------


NET INCREASE (DECREASE) IN NET ASSETS
 RETAINED IN THE ACCOUNT
 [Note 8] ..........................................         (2,141)       (104,696)         75,388
                                                       ------------    ------------    ------------


TOTAL INCREASE (DECREASE) IN NET
  ASSETS ...........................................      5,032,812        (137,684)      1,225,830


NET ASSETS
  Beginning of year ................................      3,433,155       3,570,839       2,345,009
                                                       ------------    ------------    ------------
  End of year ......................................   $  8,465,967    $  3,433,155    $  3,570,839
                                                       ============    ============    ============



           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                       A35



<PAGE>


<TABLE>
<CAPTION>


                                                       SUBACCOUNTS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
                  ZERO COUPON                                                                             SMALL
                     BOND                                    PRUDENTIAL                              CAPITALIZATION
                     2005                                     JENNISON                                    STOCK
                  PORTFOLIO                                  PORTFOLIO                                  PORTFOLIO
- ----------------------------------------    -----------------------------------------    -------------------------------------------
    1998           1997          1996          1998           1997           1996           1998            1997           1996
- ------------    -----------   ----------    -----------    -----------    -----------    ------------   ------------   ------------
<S>             <C>           <C>           <C>            <C>            <C>            <C>            <C>            <C>

$    605,490    $   466,485   $   44,490    $    (7,410)   $    (2,466)   $      (487)   $      5,470   $      4,847   $     13,270
       7,803        124,816       10,654         37,636         50,105              0         604,937        381,206         76,737
      12,587        225,279           93         22,375         43,121           (693)        (29,549)       703,647          2,225
     773,486        215,644      (61,956)       478,204         73,161         14,438         (95,776)       238,634        219,537
- ------------    -----------   ----------    -----------    -----------    -----------    ------------   ------------   ------------


   1,399,366      1,032,224       (6,719)       530,805        163,921         13,258         485,082      1,328,334        311,769
- ------------    -----------   ----------    -----------    -----------    -----------    ------------   ------------   ------------


   9,146,871      4,188,328       95,281      1,287,318        445,411        229,628       4,127,649        334,626      3,553,224
- ------------    -----------   ----------    -----------    -----------    -----------    ------------   ------------   ------------


     (91,783)       119,618        6,971         32,534            806            770         (24,899)        18,918        (50,657)
- ------------    -----------   ----------    -----------    -----------    -----------    ------------   ------------   ------------



  10,454,454      5,340,170       95,533      1,850,657        610,138        243,656       4,587,832      1,681,878      3,814,336




   6,327,635        987,465      891,932        884,922        274,784         31,128       5,955,536      4,273,658        459,322
- ------------    -----------   ----------    -----------    -----------    -----------    ------------   ------------   ------------
$ 16,782,089    $ 6,327,635   $  987,465    $ 2,735,579    $   884,922    $   274,784    $ 10,543,368   $  5,955,536   $  4,273,658
============    ===========   ==========    ===========    ===========    ===========    ============   ============   ============



                                     SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A37 THROUGH A44


</TABLE>
                                                                 A36


<PAGE>


                        NOTES TO FINANCIAL STATEMENTS OF
                      PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
                                December 31, 1998

NOTE 1:       GENERAL

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

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

NOTE 2:       SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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



                                      A37
<PAGE>


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

              The net asset value per share (rounded) for each portfolio of the
              Series Fund, the number of shares of each portfolio held by the
              subaccounts of the Account and the aggregate cost of investments
              in such shares at December 31, 1998 were as follows:

<TABLE>
<CAPTION>

                                                                                       PORTFOLIOS
                                                     -------------------------------------------------------------------------------
                                                        MONEY         DIVERSIFIED                        FLEXIBLE       CONSERVATIVE
                                                       MARKET            BOND            EQUITY           MANAGED         BALANCED
                                                     -----------      -----------      -----------      -----------      -----------
<S>                                                   <C>               <C>            <C>              <C>              <C>
Number of shares:                                      1,295,432        3,718,551        1,557,468        1,983,317        3,118,251
Net asset value per share (rounded):                 $     10.00      $     11.06      $     29.64      $     16.56      $     15.08
Cost                                                 $12,954,317      $41,116,131      $42,355,024      $35,149,316      $47,633,851

<CAPTION>
                                                                                 PORTFOLIOS (CONTINUED)
                                                     -------------------------------------------------------------------------------
                                                        ZERO
                                                       COUPON           HIGH
                                                        BOND            YIELD           STOCK             EQUITY          NATURAL
                                                        2000            BOND            INDEX             INCOME         RESOURCES
                                                    ------------     ------------     ------------     ------------     ------------
<S>                                                 <C>              <C>              <C>              <C>              <C>
Number of shares:                                      1,368,722          432,892        4,426,400          720,273           72,691
Net asset value per share (rounded):                $      12.74     $       7.21     $      37.74     $      20.03     $      11.98
Cost:                                               $ 17,596,884     $  3,395,468     $112,572,202     $ 14,804,123     $  1,233,421

<CAPTION>
                                                                                 PORTFOLIOS (CONTINUED)
                                                     -------------------------------------------------------------------------------
                                                                                                           ZERO
                                                                                                          COUPON          SMALL
                                                                      GOVERNMENT          BOND          PRUDENTIAL    CAPITALIZATION
                                                       GLOBAL           INCOME            2005           JENNISON         STOCK
                                                    ------------     ------------     ------------     ------------     ------------
<S>                                                  <C>              <C>              <C>              <C>              <C>
Number of shares:                                        616,375          713,187        1,248,613          114,427          716,718
Net asset value per share (rounded):                 $     21.16      $     11.87      $     13.44      $     23.91      $     14.71
Cost:                                                $10,791,102      $ 8,172,468      $15,789,725      $ 2,168,760      $10,177,881
</TABLE>

NOTE 4: CONTRACT OWNER UNIT INFORMATION

        Outstanding contract owner units, unit values and total value of
contract owner equity at December 31, 1998 were as follows:
<TABLE>
<CAPTION>
                                                                                        SUBACCOUNTS
                                                        ---------------------------------------------------------------------------

                                                            MONEY       DIVERSIFIED                     FLEXIBLE      CONSERVATIVE
                                                           MARKET           BOND          EQUITY         MANAGED         BALANCED
                                                          PORTFOLIO      PORTFOLIO       PORTFOLIO      PORTFOLIO       PORTFOLIO
                                                        ------------    ------------    -----------   -------------   -------------
<S>                                                     <C>            <C>              <C>           <C>             <C>
Contract Owner Units Outstanding
    (Pruselect I) ................................           284,050       4,967,427        751,308         925,294       5,454,469
Unit Value (Pruselect I) .........................      $    1.53463   $     2.06358    $   3.47377   $     2.73333   $     2.42907
                                                        ------------    ------------    -----------   -------------   -------------
Contract Owner Equity (Pruselect I) ..............      $    435,911   $  10,250,682    $ 2,609,870   $   2,529,134   $  13,249,288
                                                        ------------    ------------    -----------   -------------   -------------

Contract Owner Units Outstanding
    (Pruselect II) ...............................         8,157,279      14,964,696     12,536,375      11,091,272      13,904,782
Unit Value (Pruselect II) ........................      $    1.53463   $     2.06358    $   3.47377   $     2.73333   $     2.42907
                                                        ------------   -------------    -----------   -------------   -------------
Contract Owner Equity (Pruselect II) .............      $ 12,518,406   $  30,880,848    $43,548,484   $  30,316,107      33,775,688
                                                        ------------   -------------    -----------   -------------      ----------
TOTAL CONTRACT OWNER EQUITY ......................      $ 12,954,317   $  41,131,530    $46,158,354   $  32,845,241   $  47,024,976
                                                        ============   =============    ===========   =============   =============

</TABLE>

                                      A38


<PAGE>


NOTE 4: CONTRACT OWNER UNIT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>

                                                                              SUBACCOUNTS (CONTINUED)
                                                -----------------------------------------------------------------------------------
                                                    ZERO
                                                   COUPON          HIGH YIELD           STOCK            EQUITY           NATURAL
                                                  BOND 2000           BOND              INDEX            INCOME          RESOURCES
                                                  PORTFOLIO        PORTFOLIO          PORTFOLIO         PORTFOLIO        PORTFOLIO
                                                ------------      -----------       -------------     -------------     ----------
<S>                                              <C>              <C>               <C>               <C>               <C>
Contract Owner Units Outstanding
 (Pruselect I)........................                    --           25,757           8,398,687         1,262,488        241,112
Unit Value (Pruselect I)..............          $         --      $   2.17253       $     4.06468     $     3.10198     $  1.62735
                                                ------------      -----------       -------------     -------------     ----------
Contract Owner Equity (Pruselect I)...          $         --      $    55,957       $  34,137,973     $   3,916,212     $  392,374
                                                ------------      -----------       -------------     -------------     ----------

Contract Owner Units Outstanding
 (Pruselect II).......................             8,152,376        1,410,467          32,699,834         3,389,022        294,167
Unit Value (Pruselect II).............          $    2.13839      $   2.17253       $     4.06468     $     3.10198     $  1.62735
                                                ------------      -----------       -------------     -------------     ----------
Contract Owner Equity (Pruselect II)..          $ 17,432,960      $ 3,064,282       $ 132,914,363     $  10,512,678     $  478,712
                                                ------------      -----------       -------------     -------------     ----------
TOTAL CONTRACT OWNER EQUITY...........          $ 17,432,960      $ 3,120,239       $ 167,052,336     $  14,428,890     $  871,086
                                                ============      ===========       =============     =============     ==========

<CAPTION>

                                                                              SUBACCOUNTS (CONTINUED)
                                              --------------------------------------------------------------------------------------
                                                                                     ZERO                                 SMALL
                                                                 GOVERNMENT         COUPON            PRUDENTIAL      CAPITALIZATION
                                                GLOBAL             INCOME          BOND 2005           JENNISON           STOCK
                                               PORTFOLIO         PORTFOLIO         PORTFOLIO          PORTFOLIO         PORTFOLIO
                                             -------------      ------------     -------------       ------------     -------------
<S>                                          <C>                <C>              <C>                 <C>              <C>
Contract Owner Units Outstanding
 (Pruselect I)........................                  --         1,504,348                --            209,554                --
Unit Value (Pruselect I)..............       $          --      $    1.99973     $          --       $    2.54336     $          --
                                             -------------      ------------     -------------       ------------     -------------
Contract Owner Equity (Pruselect I)...       $          --      $  3,008,289     $          --       $    532,971     $          --
                                             -------------      ------------     -------------       ------------     -------------
Contract Owner Units Outstanding
 (Pruselect II).......................           7,425,025         2,729,208         6,653,144            866,023         6,039,725
Unit Value (Pruselect II).............       $     1.75630      $    1.99973     $     2.52243       $    2.54336     $     1.74567
                                             -------------      ------------     -------------       ------------     -------------
Contract Owner Equity (Pruselect II)..       $  13,040,571      $  5,457,678     $  16,782,089       $  2,202,608     $  10,543,368
                                             -------------      ------------     -------------       ------------     -------------
TOTAL CONTRACT OWNER EQUITY...........       $  13,040,571      $  8,465,967     $  16,782,089       $  2,735,579     $  10,543,368
                                             =============      ============     =============       ============     =============


</TABLE>


NOTE 5: CHARGES AND EXPENSES

        A. Mortality Risk and Expense Risk Charges

        The mortality risk and expense risk charges, at an effective annual rate
        of 0.90%, are applied daily against the net assets representing equity
        of contract owners held in each subaccount. Mortality risk is that
        contract holders may not live as long as estimated and expense risk is
        that the cost of issuing and administering the policies may exceed
        related charges by Pruco Life. Pruco Life currently intends to charge
        only 0.60% on these contracts, but reserves the right to make the full
        0.90% charge.

        B. Partial Withdrawal Charge

        A charge is imposed by Pruco Life on partial withdrawals of the cash
        surrender value. A charge equal to the lesser of $15 or 2% will be made
        in connection with each partial withdrawal of the cash surrender value
        of a contract.

        C. Expense Reimbursement

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

                                      A39



<PAGE>


NOTE 5: CHARGES AND EXPENSES (CONTINUED)

        D. Cost of Insurance Charges

        Contract owner contributions are subject to certain deductions prior to
        being invested in the Account. The deductions are for (1) transaction
        costs which are deducted from each premium payment to cover premium
        collection and processing costs; (2) state premium taxes; (3) sales
        charges which are deducted in order to compensate Pruco Life for the
        cost of selling the contract. Contracts are also subject to monthly
        charges for the costs of administering the contract.

NOTE 6: TAXES

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

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

        The following amounts represent components of contract owner activity
        for the years ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
                                                                                               SUBACCOUNTS
                                                                       ------------------------------------------------------------
                                                                              MONEY MARKET                  DIVERSIFIED BOND
                                                                                PORTFOLIO                       PORTFOLIO
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Contract Owner Net Payments ........................................   $  8,459,179    $ 16,018,494    $  4,026,378    $  5,573,222
Policy Loans .......................................................              0         (45,968)        (10,790)              0
Policy Loan Repayment and Interest .................................              0          44,362              85         449,595
Surrenders, Withdrawals and Death Benefits .........................         48,094        (447,841)     (5,421,341)     (3,109,854)
Net Transfers From (To) Other Subaccounts or Fixed
 Rate Options ......................................................     (5,068,699)    (17,376,103)      4,043,371         146,922
Administrative and Other Charges ...................................       (258,516)       (264,540)       (491,540)       (665,026)
                                                                       ------------    ------------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from Premium
 Payments and Other Operating Transfers ............................   $  3,180,058    $ (2,071,596)   $  2,146,163    $  2,394,859
                                                                       ============    ============    ============    ============

<CAPTION>

                                                                                          SUBACCOUNTS (CONTINUED)
                                                                       ------------------------------------------------------------
                                                                                 EQUITY                      FLEXIBLE MANAGED
                                                                                PORTFOLIO                       PORTFOLIO
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Contract Owner Net Payments ........................................   $  5,974,743    $  8,187,661    $  2,727,720    $  4,391,711
Policy Loans .......................................................        (16,155)         (2,354)        (13,509)       (101,032)
Policy Loan Repayment and Interest .................................          2,348           6,595           2,543         109,493
Surrenders, Withdrawals and Death Benefits .........................    (11,366,743)     (3,056,522)     (1,109,742)     (3,330,740)
Net Transfers From (To) Other Subaccounts or Fixed
 Rate Options ......................................................     (6,233,542)     (2,416,623)     (9,445,233)      2,115,451
Administrative and Other Charges ...................................       (750,093)       (962,520)       (300,968)       (387,697)
                                                                       ------------    ------------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from Premium
 Payments and Other Operating Transfers ............................   $(12,389,442)   $  1,756,237    $ (8,139,189)   $  2,797,186
                                                                       ============    ============    ============    ============

<CAPTION>
                                                                                          SUBACCOUNTS (CONTINUED)
                                                                       ------------------------------------------------------------
                                                                                 EQUITY                      FLEXIBLE MANAGED
                                                                                PORTFOLIO                       PORTFOLIO
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Contract Owner Net Payments ........................................   $  6,161,137    $  2,723,156    $  2,718,006    $  2,096,958
Policy Loans .......................................................            (15)       (114,831)              0               0
Policy Loan Repayment and Interest .................................            976       1,296,181               0               0
Surrenders, Withdrawals and Death Benefits .........................        (41,543)       (871,239)             (5)        (99,448)
Net Transfers From (To) Other Subaccounts or Fixed
 Rate Options ......................................................    (11,038,745)      2,899,464      (4,790,386)     (5,246,708)
Administrative and Other Charges ...................................       (628,277)       (699,975)        (84,639)       (125,845)
                                                                       ------------    ------------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from Premium
  Payments and Other Operating Transfers ...........................   $ (5,546,467)   $  5,232,756    $ (2,157,024)   $ (3,375,043)
                                                                       ============    ============    ============    ============

</TABLE>
                                      A40


<PAGE>



NOTE 7: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PREMIUM PAYMENTS
        AND OTHER OPERATING TRANSFERS (continued)
<TABLE>
<CAPTION>
                                                                                          SUBACCOUNTS (CONTINUED)
                                                                       ------------------------------------------------------------
                                                                             HIGH YIELD BOND                    STOCK INDEX
                                                                                PORTFOLIO                        PORTFOLIO
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Contract Owner Net Payments ........................................   $    637,224    $    330,357    $ 13,077,570    $ 14,400,181
Policy Loans .......................................................              0               0         (19,574)        (15,209)
Policy Loan Repayment and Interest .................................              0               0             144          25,713
Surrenders, Withdrawals and Death Benefits .........................         (1,826)       (298,998)       (432,906)     (3,907,071)
Net Transfers From (To) Other Subaccounts or Fixed
   Rate Options ....................................................        556,432         297,454      11,664,940      17,853,467
Administrative and Other Charges ...................................        (67,806)        (67,627)     (1,454,112)     (1,103,134)
                                                                       ------------    ------------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from Premium
   Payments and Other Operating Transfers ..........................   $  1,124,024    $    261,186    $ 22,836,062    $ 27,253,947
                                                                       ============    ============    ============    ============

<CAPTION>
                                                                                          SUBACCOUNTS (CONTINUED)
                                                                       ------------------------------------------------------------
                                                                              EQUITY INCOME                  NATURAL RESOURCES
                                                                                PORTFOLIO                        PORTFOLIO
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Contract Owner Net Payments ........................................   $    260,870    $    857,548    $     48,993    $    343,362
Policy Loans .......................................................              0               0               0               0
Policy Loan Repayment and Interest .................................              0               0               0               0
Surrenders, Withdrawals and Death Benefits .........................     (8,141,933)       (802,616)              0        (674,237)
Net Transfers From (To) Other Subaccounts or Fixed
   Rate Options ....................................................      7,241,853        (358,547)         22,258          47,378
Administrative and Other Charges ...................................       (248,861)       (366,230)        (23,922)        (38,500)
                                                                       ------------    ------------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from Premium
   Payments and Other Operating Transfers ..........................   $   (888,071)   $   (669,845)   $     47,329    $   (321,997)
                                                                       ============    ============    ============    ============

<CAPTION>
                                                                                          SUBACCOUNTS (CONTINUED)
                                                                       ------------------------------------------------------------
                                                                                 GLOBAL                      GOVERNMENT INCOME
                                                                                PORTFOLIO                        PORTFOLIO
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Contract Owner Net Payments ........................................   $  1,832,043    $  2,622,189    $    139,842    $    425,284
Policy Loans .......................................................              0         (67,171)              0               0
Policy Loan Repayment and Interest .................................              0          67,209               0               0
Surrenders, Withdrawals and Death Benefits .........................        (16,418)     (4,072,024)            120      (1,472,671)
Net Transfers From (To) Other Subaccounts or Fixed
   Rate Options ....................................................     (1,739,609)     (4,363,304)      4,402,000         763,266
Administrative and Other Charges ...................................       (128,121)       (199,522)        (84,070)        (87,039)
                                                                       ------------    ------------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from Premium
   Payments and Other Operating Transfers ..........................   $    (52,105)   $ (6,012,623)   $  4,457,892    $   (371,160)
                                                                       ============    ============    ============    ============

<CAPTION>
                                                                                          SUBACCOUNTS (CONTINUED)
                                                                       ------------------------------------------------------------
                                                                          ZERO COUPON BOND 2005            PRUDENTIAL JENNISON
                                                                                PORTFOLIO                       PORTFOLIO
                                                                       ----------------------------    ----------------------------
                                                                           1998            1997            1998            1997
                                                                       ------------    ------------    ------------    ------------
<S>                                                                    <C>             <C>             <C>             <C>
Contract Owner Net Payments ........................................   $  2,768,957    $    962,033    $     75,139    $    238,539
Policy Loans .......................................................              0               0               0               0
Policy Loan Repayment and Interest .................................              0               0               0               0
Surrenders, Withdrawals and Death Benefits .........................         25,615         (26,502)              0        (293,084)
Net Transfers From (To) Other Subaccounts or Fixed
  Rate Options .....................................................      6,405,234       3,302,946       1,234,490         508,875
Administrative and Other Charges ...................................        (52,935)        (50,149)        (22,311)         (8,919)
                                                                       ------------    ------------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from Premium
  Payments and Other Operating Transfers ...........................   $  9,146,871    $  4,188,328    $  1,287,318    $    445,411
                                                                       ============    ============    ============    ============

</TABLE>

                                       A41


<PAGE>



NOTE 7: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PREMIUM PAYMENTS
        AND OTHER OPERATING TRANSFERS (continued)
<TABLE>
<CAPTION>

                                                                           SUBACCOUNTS (CONTINUED)
                                                                        ----------------------------
                                                                         SMALL CAPITALIZATION STOCK
                                                                                 PORTFOLIO
                                                                        ----------------------------
                                                                            1998            1997
                                                                        -----------      -----------
<S>                                                                     <C>              <C>
Contract Owner Net Payments .......................................     $ 1,531,442      $ 2,981,948
Policy Loans ......................................................               0                0
Policy Loan Repayment and Interest ................................               0                0
Surrenders, Withdrawals and Death Benefits ........................         (19,451)      (4,293,128)
Net Transfers From (To) Other Subaccounts or Fixed
   Rate Options ...................................................       2,745,637        1,826,062
Administrative and Other Charges ..................................        (129,979)        (180,256)
                                                                        -----------      -----------
Net Increase (Decrease) in Net Assets Resulting from Premium
 Payments and Other Operating Transfers ...........................     $ 4,127,649      $   334,626
                                                                        ===========      ===========
</TABLE>

NOTE 8: NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT

        The increase (decrease) in net assets retained in the Account represents
        the net contributions (withdrawals) of Pruco Life to (from) the Account.
        Effective October 13, 1998, Pruco Life no longer maintains a position in
        the Account. Previously, Pruco Life maintained a position in the Account
        for liquidity purposes including unit purchases and redemptions, fund
        share transactions and expense processing.

NOTE 9: UNIT ACTIVITY

        Transactions in units (including transfers among subaccounts) for the
        years ended December 31, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                                                SUBACCOUNTS
                                           ------------------------------------------------------------------------------------
                                                        MONEY MARKET                              DIVERSIFIED BOND
                                                          PORTFOLIO                                  PORTFOLIO
                                           ----------------------------------------    ----------------------------------------
                                              1998          1997            1996          1998          1997           1996
                                           ----------    -----------    -----------    ----------    ----------    -----------
<S>                                       <C>            <C>            <C>            <C>          <C>           <C>
     Contract Owner Contributions:         11,769,929     15,281,942     20,647,286     5,686,444     4,556,760      7,359,670
     Contract Owner Redemptions:           (9,721,732)   (16,788,123)   (17,694,761)   (4,658,242)   (3,288,085)   (10,274,181)


<CAPTION>
                                                                         SUBACCOUNTS (CONTINUED)
                                           ------------------------------------------------------------------------------------
                                                           EQUITY                                FLEXIBLE MANAGED
                                                          PORTFOLIO                                  PORTFOLIO
                                           ----------------------------------------    ----------------------------------------
                                              1998          1997            1996          1998          1997           1996
                                           ----------    -----------    -----------    ----------    ----------    -----------
<S>                                       <C>            <C>            <C>            <C>          <C>           <C>
     Contract Owner Contributions:          2,885,417      4,465,527      7,684,191     8,590,002     4,476,620      7,183,433
     Contract Owner Redemptions:           (6,422,617)    (3,935,074)    (5,707,765)   (11,597,522)  (3,255,025)    (4,966,689)


<CAPTION>
                                                                         SUBACCOUNTS (CONTINUED)
                                           ------------------------------------------------------------------------------------
                                                    CONSERVATIVE BALANCED                      ZERO COUPON BOND 2000
                                                          PORTFOLIO                                  PORTFOLIO
                                           ----------------------------------------    ----------------------------------------
                                              1998          1997            1996          1998          1997           1996
                                           ----------    -----------    -----------    ----------    ----------    -----------
<S>                                       <C>            <C>            <C>            <C>          <C>           <C>
     Contract Owner Contributions:         12,272,439      5,516,349      8,974,255     3,053,595    11,968,207     14,921,286
     Contract Owner Redemptions:          (14,641,165)    (2,950,237)   (10,034,515)   (4,144,022)  (13,929,611)    (3,798,030)

</TABLE>

                                       A42


<PAGE>


NOTE 9: UNIT ACTIVITY (CONTINUED)

<TABLE>
<CAPTION>
                                                                         SUBACCOUNTS (CONTINUED)
                                           ------------------------------------------------------------------------------------
                                                       HIGH YIELD BOND                              STOCK INDEX
                                                          PORTFOLIO                                  PORTFOLIO
                                           ----------------------------------------    ----------------------------------------
                                              1998          1997            1996          1998          1997           1996
                                           ----------    -----------    -----------    ----------    ----------    -----------
<S>                                       <C>            <C>            <C>            <C>          <C>           <C>
     Contract Owner Contributions:            621,628      1,021,708      1,571,264    12,075,930    20,876,571     16,298,797
     Contract Owner Redemptions:             (117,717)      (879,849)    (1,254,509)   (5,649,830)  (11,486,568)    (8,266,289)


<CAPTION>
                                                                         SUBACCOUNTS (CONTINUED)
                                           ------------------------------------------------------------------------------------
                                                         EQUITY INCOME                           NATURAL RESOURCES
                                                          PORTFOLIO                                  PORTFOLIO
                                           ----------------------------------------    ----------------------------------------
                                              1998          1997            1996          1998          1997           1996
                                           ----------    -----------    -----------    ----------    ----------    -----------
<S>                                       <C>            <C>            <C>            <C>          <C>           <C>
     Contract Owner Contributions:          3,556,140        679,346      2,219,957        89,639       237,684        601,007
     Contract Owner Redemptions:           (3,811,832)      (873,682)    (5,553,498)      (66,113)     (378,671)      (380,047)


<CAPTION>
                                                                         SUBACCOUNTS (CONTINUED)
                                           ------------------------------------------------------------------------------------
                                                            GLOBAL                               GOVERNMENT INCOME
                                                          PORTFOLIO                                  PORTFOLIO
                                           ----------------------------------------    ----------------------------------------
                                              1998          1997            1996          1998          1997           1996
                                           ----------    -----------    -----------    ----------    ----------    -----------
<S>                                       <C>            <C>            <C>            <C>          <C>           <C>

     Contract Owner Contributions:          2,263,591     10,705,193     10,357,718     3,917,010     3,049,723      4,777,804
     Contract Owner Redemptions:           (2,393,156)   (14,887,428)    (5,813,881)   (1,539,750)   (3,251,977)    (4,123,118)


<CAPTION>
                                                                         SUBACCOUNTS (CONTINUED)
                                           ------------------------------------------------------------------------------------
                                                    ZERO COUPON BOND 2005                       PRUDENTIAL JENNISON
                                                          PORTFOLIO                                  PORTFOLIO
                                           ----------------------------------------    ----------------------------------------
                                              1998          1997            1996          1998          1997           1996
                                           ----------    -----------    -----------    ----------    ----------    -----------
<S>                                       <C>            <C>            <C>            <C>          <C>           <C>
     Contract Owner Contributions:          3,960,131      9,228,779         78,742     1,126,502       589,921        202,258
     Contract Owner Redemptions:              (75,113)    (6,935,187)       (28,993)     (524,101)     (302,690)       (28,028)

<CAPTION>

                                                            SUBACCOUNTS (CONTINUED)
                                           --------------------------------------------------------
                                                         SMALL CAPITALIZATION STOCK
                                                                  PORTFOLIO
                                           --------------------------------------------------------
                                                  1998               1997              1996
                                           --------------------------------------------------------
<S>                                            <C>                <C>                <C>
     Contract Owner Contributions:              3,950,209          3,529,907         2,812,163
     Contract Owner Redemptions:               (1,275,859)        (3,181,968)         (182,921)

</TABLE>

                                       A43


<PAGE>


Note 10: Purchases and Sales of Investments

         The aggregate costs of purchases and proceeds from sales of
         investments in the Series Fund for the year ended December 31, 1998
         were as follows:
<TABLE>
<CAPTION>

                                                                                     PORTFOLIOS
                                          ------------------------------------------------------------------------------------------
                                                              DIVERSIFIED                            FLEXIBLE        CONSERVATIVE
                                             MONEY MARKET         BOND              EQUITY            MANAGED          BALANCED
                                          ----------------- -----------------  -----------------  ----------------  ----------------
<S>                                        <C>               <C>                <C>               <C>                 <C>
              Purchases..................  $   14,092,629    $  10,641,312      $   7,679,747     $  10,851,762       $  18,157,080
              Sales......................  $  (10,657,424)   $  (8,676,999)     $ (20,559,544)    $ (19,077,409)      $ (23,821,192)

<CAPTION>

                                                                              PORTFOLIOS (CONTINUED)
                                          ------------------------------------------------------------------------------------------
                                              ZERO COUPON       HIGH YIELD           STOCK             EQUITY           NATURAL
                                               BOND 2000           BOND              INDEX             INCOME          RESOURCES
                                          -----------------  -----------------  ----------------   ---------------  ----------------
<S>                                        <C>                <C>               <C>               <C>                  <C>
              Purchases..................  $   6,245,813      $  1,277,486      $  39,790,603     $   11,692,035       $   119,383
              Sales......................  $  (8,500,198)     $   (170,962)     $ (17,613,097)    $  (12,685,299)      $   (83,518)

<CAPTION>

                                                                               PORTFOLIOS (CONTINUED)
                                          ------------------------------------------------------------------------------------------
                                                                                                                          SMALL
                                                                 GOVERNMENT        ZERO COUPON        PRUDENTIAL      CAPITALIZATION
                                               GLOBAL              INCOME           BOND 2005          JENNISON           STOCK
                                          -----------------  -----------------  ----------------   ---------------  ----------------
<S>                                         <C>               <C>               <C>               <C>                  <C>
              Purchases..................   $  2,396,129      $   4,625,540     $   9,253,074     $    2,172,323       $  4,637,315
              Sales......................   $ (2,546,211)     $    (208,757)    $    (242,694)    $     (863,785)      $   (474,906)


</TABLE>

                                       A44



<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS


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


In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets present fairly, in all
material respects, the financial position of the subaccounts (Money Market
Portfolio, Diversified Bond Portfolio, Equity Portfolio, Flexible Managed
Portfolio, Conservative Balanced Portfolio, Zero Coupon Bond 2000 Portfolio,
High Yield Bond Portfolio, Stock Index Portfolio, Equity Income Portfolio,
Natural Resources Portfolio, Global Portfolio, Government Income Portfolio, Zero
Coupon Bond 2005 Portfolio, Prudential Jennison Portfolio and Small
Capitalization Stock Portfolio) of the Pruco Life Variable Universal Account at
December 31, 1998, the results of each of their operations and the changes in
each of their net assets for each of the three years in the period then ended,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of Pruco Life Insurance Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of fund shares owned at
December 31, 1998, provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP
New York, New York
March 19, 1999


                                      A45




<PAGE>

<TABLE>
<CAPTION>


PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
MARCH 31, 1999 AND DECEMBER 31, 1998 (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                                      MARCH 31,        DECEMBER 31,
                                                                                                        1999              1998
                                                                                                     ------------      ------------
<S>                                                                                                  <C>               <C>
ASSETS
Fixed maturities
     Available for sale, at fair value (amortized cost, 1999: $2,635,172; 1998: $2,738,654)          $  2,638,138      $  2,763,926
     Held to maturity, at amortized cost (fair value, 1999: $421,172; 1998: $421,845)                     416,380           410,558
Equity securities - available for sale, at fair value (cost, 1999: $3,714; 1998: $2,951)                    3,316             2,847
Mortgage loans on real estate                                                                              17,117            17,354
Policy loans                                                                                              782,714           766,917
Short-term investments                                                                                    295,639           240,727
Other long-term investments                                                                                 1,046             1,047
                                                                                                     ------------      ------------
               Total investments                                                                        4,154,350         4,203,376
Cash                                                                                                      108,198            89,679
Deferred policy acquisition costs                                                                         897,183           861,713
Accrued investment income                                                                                  65,388            61,114
Other assets                                                                                               68,275            65,145
Separate Account assets                                                                                12,239,534        11,531,754
                                                                                                     ------------      ------------
TOTAL ASSETS                                                                                         $ 17,532,928      $ 16,812,781
                                                                                                     ============      ============

LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Policyholders' account balances                                                                      $  2,723,256      $  2,701,984
Future policy benefits and other policyholder liabilities                                                 512,758           528,806
Cash collateral for loaned securities                                                                     128,635            73,336
Securities sold under agreement to repurchase                                                              23,449            49,708
Income taxes payable                                                                                       11,376            44,524
Net deferred income tax liability                                                                         155,058           148,834
Payable to affiliate                                                                                       51,651            66,568
Other liabilities                                                                                          67,983            55,038
Separate Account liabilities                                                                           12,195,943        11,490,751
                                                                                                     ------------      ------------
TOTAL LIABILITIES                                                                                      15,870,109        15,159,549
                                                                                                     ------------      ------------
CONTINGENCIES (SEE NOTE 2)
STOCKHOLDER'S EQUITY
Common stock, $10 par value;
        1,000,000 shares, authorized;
        250,000 shares, issued and outstanding at
        March 31, 1999 and December 31, 1998                                                                2,500             2,500
Paid-in-capital                                                                                           439,582           439,582
Retained earnings                                                                                       1,222,401         1,202,833

Accumulated other comprehensive income
     Net unrealized investment gains                                                                           32             9,902
     Foreign currency translation adjustments                                                              (1,696)           (1,585)
                                                                                                     ------------      ------------
Accumulated other comprehensive income                                                                     (1,664)            8,317
                                                                                                                       ------------
                                                                                                                       ------------
TOTAL STOCKHOLDER'S EQUITY                                                                              1,662,819         1,653,232
                                                                                                     ------------      ------------
TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                                                            $ 17,532,928      $ 16,812,781
                                                                                                     ============      ============

</TABLE>

                                  SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       B1

<PAGE>



PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (IN THOUSANDS)
- --------------------------------------------------------------------------------


                                                    THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------
                                                         1999          1998
                                                    ------------    -----------

               REVENUES

Premiums                                               $  13,708    $  11,707
Policy charges and fee income                             93,013       77,905
Net investment income                                     69,813       64,115
Realized investment (losses) gains, net                   (5,023)       5,439
Asset management fee income                               11,209        9,410
Other income                                               1,279          813
                                                       ---------    ---------

TOTAL REVENUES                                           183,999      169,389
                                                       ---------    ---------
BENEFITS AND EXPENSES

Policyholders' benefits                                   52,910       40,911
Interest credited to policyholders' account balances      31,262       25,359
General, administrative and other expenses                68,980       50,921
                                                       ---------    ---------
TOTAL BENEFITS AND EXPENSES                              153,152      117,191
                                                       ---------    ---------
Income before income taxes                                30,847       52,198
                                                       ---------    ---------
Income taxes                                              11,279       19,058
                                                       ---------    ---------
NET INCOME                                             $  19,568      $33,140
                                                       ---------    ---------

Other comprehensive income, net of tax:

     Unrealized (losses) gains on securities, net of
       reclassification adjustment                        (9,870)      (4,784)

     Foreign currency translation adjustments               (111)        (119)
                                                       ---------    ---------

Other comprehensive income                                (9,981)      (4,903)
                                                       ---------    ---------
TOTAL COMPREHENSIVE INCOME                             $   9,587    $  28,237
                                                       =========    =========






                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       B2


<PAGE>



<TABLE>
<CAPTION>


PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1999 AND THE YEAR ENDED DECEMBER 31, 1998 (IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------




                                                                               ACCUMULATED
                                                                                  OTHER           TOTAL
                                        COMMON        PAID-IN-      RETAINED   COMPREHENSIVE  STOCKHOLDER'S
                                         STOCK        CAPITAL       EARNINGS      INCOME         EQUITY
                                      -----------   -----------   -----------   -----------    -----------
<S>                                   <C>           <C>           <C>           <C>            <C>
BALANCE,  DECEMBER 31, 1997           $     2,500   $   439,582   $ 1,050,871   $    12,564    $ 1,505,517

    Net income                               --            --         151,962          --          151,962

    Change in foreign currency
        translation adjustments              --            --            --           2,980          2,980
    Change in net unrealized
        investment losses, net of            --            --            --          (7,227)        (7,227)
        reclassification adjustment
                                      -----------   -----------   -----------   -----------    -----------
BALANCE,  DECEMBER 31, 1998           $     2,500   $   439,582   $ 1,202,833   $     8,317    $ 1,653,232

    Net income                               --            --          19,568          --           19,568

    Change in foreign currency
        translation adjustments              --            --            --            (111)          (111)
    Change in net unrealized
        investment losses, net of            --            --            --          (9,870)        (9,870)
        reclassification adjustment
                                      ===========   ===========   ===========   ===========    ===========
BALANCE,  MARCH 31, 1999              $     2,500   $   439,582   $ 1,222,401   $    (1,664)   $ 1,662,819
                                      ===========   ===========   ===========   ===========    ===========

</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       B3


<PAGE>

<TABLE>
<CAPTION>



PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (IN THOUSANDS)
- --------------------------------------------------------------------------------------------------


                                                                            1999           1998
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                              $    19,568    $    33,140
Adjustments to reconcile net income to net cash (used in) provided by
     operating activities:
     Policy charges and fee income                                          (15,543)       (13,365)
     Interest credited to policyholders' account balances                    31,262         25,359
     Realized investment gains, net                                           5,023         (5,439)
     Amortization and other non-cash items                                   12,611          2,029
     Change in:
         Future policy benefits and other policyholder liabilities          (16,048)         6,881
         Accrued investment income                                           (4,274)         1,457
         Separate Accounts                                                   (2,588)         3,093
         Payable to affiliate                                               (14,917)         8,822
         Policy loans                                                       (15,797)       (17,686)
         Deferred policy acquisition costs                                  (35,470)       (32,252)
         Income taxes payable                                               (33,148)        16,295
         Deferred income tax liability                                        6,224           (814)
         Other, net                                                           9,815         (2,252)
                                                                        -----------    -----------
CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES                              (53,282)        25,268
                                                                        -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
         Fixed maturities:
               Available for sale                                         1,299,549      1,398,316
               Held to maturity                                              11,843         20,878
         Equity securities                                                        1             27
         Mortgage loans on real estate                                          237            206
         Other long-term investments                                             34           --
     Payments for the purchase of:
         Fixed maturities:
               Available for sale                                        (1,200,898)    (1,266,223)
               Held to maturity                                             (17,670)        (3,855)
         Equity securities                                                     (764)          (146)
         Other long-term investments                                            (33)          (376)
     Cash collateral for loaned securities, net                              55,299        (65,959)
     Securities sold under agreement to repurchase, net                     (26,259)          --
     Short-term investments, net                                            (54,927)      (101,614)
                                                                        -----------    -----------
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES                               66,412        (18,746)
                                                                        -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders' account balances:
          Deposits                                                          665,120        700,997
          Withdrawals                                                      (659,731)      (691,009)
                                                                        -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES                                          5,389          9,988
                                                                        -----------    -----------
     Net increase in Cash                                                    18,519         16,510
     Cash, beginning of year                                                 89,679         71,358
                                                                        -----------    ===========
CASH, END OF PERIOD                                                     $   108,198    $    87,868
                                                                        ===========    ===========


</TABLE>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       B4


<PAGE>





1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Pruco Life
Insurance Company (the Company) have been prepared in accordance with the
requirements of Form 10-Q and generally accepted accounting principles (GAAP)
for interim financial information. These statements should be read in
conjunction with the consolidated financial statements and notes thereto for the
year ended December 31, 1998 included in the Company's Annual Report on Form
10-K for that year.

The accompanying consolidated financial statements have not been audited by
independent accountants in accordance with generally accepted auditing
standards, but in the opinion of management such financial statements include
all adjustments, consisting only of normal recurring accruals and elimination of
intercompany balances and transactions, necessary to summarize fairly the
Company's financial position and results of operations. The results of
operations for the three months ended March 31, 1999 may not be indicative of
the results that may be expected for the year ending December 31, 1999.

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


2.  CONTINGENCIES

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

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


3.  RELATED PARTY TRANSACTIONS

Prudential and the Company have an agreement with respect to administrative
services for the Prudential Series Fund. The Company invests in the various
portfolios of the Series Fund through the Separate Accounts. Under this
agreement, Prudential pays compensation to the Company in the amount equal to a
portion of the gross investment advisory fees paid by the Prudential Series
Fund. This is recorded as "Asset management fee income" on the Statements of
Operations and Comprehensive Income.


                                       B5


<PAGE>








PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

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

<S>                                                                             <C>                    <C>
ASSETS
Fixed maturities
  Available for sale, at fair value (amortized cost, 1997: $2,526,554;
    1996: $2,210,150)                                                           $ 2,563,852            $ 2,236,817
  Held to maturity, at amortized cost (fair value, 1997: $350,056; 1996:
    $416,102)                                                                       338,848                405,731
Equity securities - available for sale, at fair value (cost, 1997: $1,289;
  1996: $3,626)                                                                       1,982                  3,748
Mortgage loans on real estate                                                        22,787                 46,915
Policy loans                                                                        703,955                639,782
Short-term investments                                                              316,355                169,830
Other long-term investments                                                           1,317                  4,528
                                                                             -----------------      -----------------
      Total investments                                                           3,949,096              3,507,351

Cash                                                                                 71,358                 73,766
Deferred policy acquisition costs                                                   655,242                633,159
Accrued investment income                                                            67,000                 62,110
Income taxes receivable                                                                   -                  7,191
Reinsurance recoverable on unpaid losses                                             25,882                 27,014
Other assets                                                                         60,810                 62,924
Separate Account assets                                                           8,022,079              5,336,851
                                                                             -----------------      -----------------
TOTAL ASSETS                                                                    $12,851,467             $9,710,366
                                                                             =================      =================
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Policyholders' account balances                                                 $ 2,282,191            $ 2,188,862
Future policy benefits and other policyholder liabilities                           570,729                557,351
Cash collateral for loaned securities                                               143,421                      -
Income taxes payable                                                                 71,703                      -
Deferred income tax liability                                                       138,483                148,960
Payable to affiliate                                                                 70,375                 49,828
Other liabilities                                                                   120,260                 88,930
Separate Account liabilities                                                      7,948,788              5,277,454
                                                                             -----------------      -----------------
TOTAL LIABILITIES                                                                11,345,950              8,311,385
                                                                             -----------------      -----------------
CONTINGENCIES - (SEE NOTE 10)
STOCKHOLDER'S EQUITY
Common stock, $10 par value;
  1,000,000 shares, authorized;
  250,000 shares, issued and outstanding at
  December 31, 1997 and 1996                                                          2,500                  2,500
Paid-in-capital                                                                     439,582                439,582
Retained earnings                                                                 1,050,871                944,497
Net unrealized investment gains                                                      17,129                 14,104
Foreign currency translation adjustments                                             (4,565)                (1,702)
                                                                             -----------------      -----------------
TOTAL STOCKHOLDER'S EQUITY                                                        1,505,517              1,398,981
                                                                             -----------------      -----------------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                                                          $12,851,467             $9,710,366
                                                                             =================      =================
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      B-1

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

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

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

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

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

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

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

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

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

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


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                      B-2

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      B-3

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

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


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

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



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                      B-4

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. BUSINESS

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

POLICY LOANS are carried at unpaid principal balances.

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

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

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

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

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


                                      B-5

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

FUTURE POLICY BENEFITS AND POLICYHOLDERS' ACCOUNT BALANCES

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

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

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

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

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

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

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


                                      B-6

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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

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


                                      B-7

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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


                                       B-8

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS

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

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

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

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

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

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

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

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

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

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

Foreign government bonds                              90,447               857              205            91,099

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

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

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

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


                                       B-9

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS (CONTINUED)

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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


                                      B-10

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS (CONTINUED)

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

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

                                               (In Thousands)

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

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

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

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

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


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

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

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

                                      B-11

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. INVESTMENTS (CONTINUED)

INVESTMENT INCOME AND INVESTMENT GAINS AND LOSSES

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

<TABLE>
<CAPTION>

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

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



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

<TABLE>
<CAPTION>

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

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

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


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

<TABLE>
<CAPTION>

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

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


                                      B-12

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

4.  INCOME TAXES

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

<TABLE>
<CAPTION>

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

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

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


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

<TABLE>
<CAPTION>

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

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


                                      B-13

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

4.  INCOME TAXES (CONTINUED)

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

<TABLE>
<CAPTION>

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

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

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

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


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

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


5. REINSURANCE

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

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

Life insurance premiums

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

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

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


                                      B-14

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

6.  EQUITY

RECONCILIATION OF STATUTORY SURPLUS AND NET INCOME

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

<TABLE>
<CAPTION>

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

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

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


<CAPTION>

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

Adjustments to reconcile to equity on a GAAP basis:

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


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


                                      B-15

<PAGE>


PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

FIXED MATURITIES AND EQUITY SECURITIES
Fair values for fixed maturities and equity securities, other than private
placement securities, are based on quoted market prices or estimates from
independent pricing services. Fair values for private placement securities are
estimated using a discounted cash flow model which considers the current market
spreads between the U.S. Treasury yield curve and corporate bond yield curve,
adjusted for the type of issue, its current credit quality and its remaining
average life. The estimated fair value of certain non-performing private
placement securities is based on amounts estimated by management.

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

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

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

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

<TABLE>
<CAPTION>

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

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

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


                                      B-16

<PAGE>

PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

8. DERIVATIVE INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

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

9. RELATED PARTY TRANSACTIONS

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

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

10. CONTINGENCIES

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

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

11. DIVIDENDS

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


                                      B-17


<PAGE>

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

To the Board of Directors of
Pruco Life Insurance Company


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

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


                                      B-18
<PAGE>

INDEPENDENT AUDITORS' REPORT

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

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

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

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


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

                                      B-19
















<PAGE>


PRUSELECT(SM) II
Variable Life
Insurance



[LOGO]  PRUDENTIAL

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


CVUL-2 Ed. 6/99



<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

The Registration Statement comprises the following papers and documents:

The facing sheet.

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


The prospectus consisting of 112 pages.


The undertaking to file reports.

The representation with respect to charges.

The signatures.

Written consents of the following persons:

       1.  PricewaterhouseCoopers LLP, independent accountants.
       2.  Clifford E. Kirsch, Esq.
       3.  Nancy D. Davis, FSA, MAAA

The following exhibits:

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


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

               (b)  Amendment of Separate Account Resolution. (Note 12)


               (2)  Not Applicable.

               (3)  Distributing Contracts:

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

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

                    (c)  Schedule of Sales Commissions. (Note 10)


                    (d)  Participation Agreements and Amendments:

                            (i)(a) AIM Variable Insurance Funds, Inc., AIM V.I.
                                   Value Fund. (Note 5) (b)Amendment to the AIM
                                   Variable Insurance Funds, Inc. Participation
                                   Agreement. (Note 12)

                            (ii)(a)American Century Variable Portfolios, Inc.,
                                   VP Value Portfolio. (Note 12)

                            (iii)(a) Janus Aspen Series, Growth Portfolio. (Note
                                   5)

                                 (b)    Amendment to the Janus Aspen Series
                                         Participation Agreement. (Note 12)

                            (iv)(a) MFS Variable Insurance Trust, Emerging
                                   Growth Series. (Note 5)

                                (b)Amendment to the MFS Variable Insurance Trust
                                   Participation Agreement. (Note 12)

                            (v)(a) T. Rowe Price International Series, Inc.,
                                   International Stock Portfolio. (Note 5)

                               (b) Amendment to the T. Rowe Price International
                                   Series, Inc. Participation Agreement. (Note
                                   12)


          (4)  Not Applicable.

          (5)  Variable Universal Life Insurance Contracts. (Note 10) (a) With
               the fixed-rate option. Note: this version was never sold and is
               no longer available for sale. (b) Without the fixed-rate option.

          (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 2)

          (7)  Not Applicable.

                                      II-2

<PAGE>


          (8)  Not Applicable.

          (9)  Not Applicable.

          (10) (a) Application Form for Variable Universal Life Insurance
               Contract. (Note 7)

               (b)  Supplement to the Application for Variable Universal Life
                    Insurance Contract. (Note 11)


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

          (12) Endorsement to modify List of Investment Options. (Note 12)


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

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

     4.   None.

     5.   Not Applicable.

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

7.   Powers of Attorney.

          (a)  William M. Bethke, Ira J. Kleinman,
               Esther H. Milnes, I. Edward Price (Note 4)
          (b)  Kiyofumi Sakaguchi (Note 8)
          (c)  James J. Avery, Jr. (Note 5)
          (d)  Dennis G. Sullivan (Note 6)

<TABLE>
<CAPTION>
<S>      <C>    <C>
(Note    1)     Filed herewith.
(Note    2)     Incorporated by reference to Form 10-Q, Registration No. 33-37587, filed August 15, 1997 on behalf of the
                Pruco Life Insurance Company.
(Note    3)     Incorporated by reference to Form S-6, Registration No. 33-29181, filed April 28, 1997 on behalf of the
                Pruco Life Variable Universal Account.
(Note    4)     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    5)     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    6)     Incorporated by reference to Post-Effective Amendment No. 6 to Form S-1, Registration No. 33-86780,
                filed April 16, 1999 on behalf of the Pruco Life Variable Contract Real Property 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. 8 to Form S-6, Registration No. 33-49994,
                filed April 28, 1997 on behalf of the Pruco Life PRUvider Variable Appreciable Account.
(Note    9)     Incorporated by reference to Post-Effective Amendment No. 9 to this Registration Statement, filed April
                25, 1996.
(Note   10)     Incorporated by reference to Post-Effective Amendment No. 10 to this Registration Statement, filed April
                28, 1997.
(Note   11)     Incorporated by reference to Post-Effective Amendment No. 11 to this Registration Statement, filed April
                28, 1998.


(Note   12)     Incorporated by reference to Post-Effective Amendment No. 13 to Form S-6, Registration No. 33-29181,
                filed June 3, 1999 on behalf of the Pruco Life Variable Universal Account.

</TABLE>

                                      II-3

<PAGE>



                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life Variable Universal Account, certifies that this Amendment is filed
solely for one or more of the purposes specified in Rule 485(b)(1) under the
Securities Act of 1933 and that no material event requiring disclosure in the
prospectus, other than one listed in Rule 485(b)(1), has occurred since the
effective date of the most recent Post-Effective Amendment to the Registration
Statement which included a prospectus and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized and its seal hereunto affixed and attested, all in the city of Newark
and the State of New Jersey, on this 3rd day of June, 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 Post-Effective
Amendment No. 13 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 3rd day of June, 1999.


                               SIGNATURE AND TITLE


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


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


/s/ *                                            *By:   /s/ THOMAS C. CASTANO
  ----------------------                                    ------------------
James J. Avery, Jr.                                         Thomas C. Castano
Director                                                    (Attorney-in-Fact)

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


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


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


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



                                      II-4

<PAGE>


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 13 to the registration statement on Form S-6 (the
"Registration Statement") of our report dated March 19, 1999, relating to the
financial statements of the Pruco Life Variable Universal Account, which appears
in such Prospectus.

We also consent to the use in the Prospectus constituting part of this
Registration Statement of our report dated February 26, 1999, relating to the
consolidated financial statements of Pruco Life Insurance Company and its
subsidiaries, which appears in such Prospectus.

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



PricewaterhouseCoopers LLP

New York, New York
May 28, 1999


                                      II-5

<PAGE>


                                  EXHIBIT INDEX



     Consent of PricewaterhouseCoopers LLP, independent accountants.  Page II-5

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

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

     6. Opinion and Consent of Nancy D. Davis, FSA, MAAA, as
        to actuarial matters pertaining to the securities
        being registered.                                             Page II-14


                                      II-6


                                                                Exhibit 1.A(11)


                 Description of Pruco Life's Issuance, Transfer
                          and Redemption Procedures for
                      Pruselect II 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 II Life Insurance Contracts ("Contract",) the transfer of
assets held thereunder, and the redemption by contract owners of their interests
in said Contracts.

     I.  Procedures Relating to Issuance and Purchase of the Contracts

       A.    Premium Schedules and Underwriting Standards

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

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

        B.   Application and Initial Premium Processing

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

             These processing procedures are designed to provide immediate
             benefits to every prospective owner who pays the minimum initial
             premium at the time the application is submitted, without diluting
             any


                                      II-7

<PAGE>



             benefit payable to any existing owner. Although a Contract cannot
             be issued until after the underwriting process has been completed,
             such a proposed Insured will receive immediate insurance coverage
             for the face amount of the Contract, if he or she proves to be
             insurable and the owner has paid the minimum initial premium. Under
             certain circumstances Pruco Life may decline to accept a payment at
             the time the application is submitted.

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

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

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

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

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

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

                                      II-8

<PAGE>



         C.  Premium Processing

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

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

        D.   Reinstatement

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

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

        E.   Repayment of Loan

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

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

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


                                      II-9

<PAGE>



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

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


II.     Transfers

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

             Transfers among subaccounts will take effect at the end of the
             valuation period during which a proper written request or
             authorized telephone request is received at a Pruco Life Home
             Office. The request may be in terms of dollars, such as a request
             to transfer $10,000 from one subaccount to another, or may be in
             terms of a percentage reallocation among subaccounts. In the latter
             case, as with premium reallocations, the percentages must be in
             whole numbers.

III.    "Redemption" Procedures:  Surrender and Related Transactions


        A.   Surrender for Cash Surrender Value

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

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

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

             In lieu of the payment of the cash surrender value in a single sum
             upon surrender of a Contract, an election may be made by certain
             owners to apply all or a portion of the proceeds under one of the
             fixed benefit-settlement options described in the Contract or, with
             the approval of Pruco Life, a combination of options. An option is
             available only if the proceeds to be applied are $1,000 or more


                                     II-10

<PAGE>



             or would result in periodic payments of at least $20.00. The
             fixed-benefit settlement options are subject to the restrictions
             and limitations set forth in the Contract.

        B.   Withdrawal of Cash Surrender Value

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

             Whenever a withdrawal is made, the death benefit payable will
             immediately be reduced by at least the amount of the withdrawal.
             The resulting reduction in death benefit may require a reduction in
             the face amount. No withdrawal will be permitted if it would result
             in a new face amount less than the minimum face amount. The face
             amounts scheduled in other years will be reduced by the same
             amount, but in no event below the minimum face amount. The Contract
             Fund is reduced by the sum of the cash withdrawn and the fee for
             the withdrawal. An amount equal to the reduction in the Contract
             Fund will be withdrawn from the investment options. In addition,
             the amount of the scheduled or target premiums due thereafter will
             be reduced to reflect the lower face amount of insurance.

        C.   Death Claims

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

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

             If the Contract Fund plus any returnable sales charge times the
             interpolated attained age factor (Facotrs for the insured's
             attained ages are shown in the contract data pages) exceeds the
             death benefit described above calculated without regard to any
             contract debt, the death benefit will be the Contract Fund plus
             such returnable sales charge, multiplied by the interpolated
             attained age factor. The death benefit will be adjusted for any
             Contact debt.

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

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


                                     II-11

<PAGE>


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

        D.   Default

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

        E.   Loans

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

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

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


                                     II-12




                                                                       Exhibit 3

                                                                    June 3, 1999


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


Gentlemen:

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

I am of the following opinion:

      (1)   Pruco Life was duly organized under the laws of Arizona and is a
            validly existing corporation.

      (2)   The Account has been duly created and is validly existing as a
            separate account pursuant to the aforesaid provisions of Arizona
            law.

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

      (4)   The variable universal life insurance contracts are legal and
            binding obligations of Pruco Life in accordance with their terms.


In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

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

Very truly yours,


/s/
   ------------------
   Clifford E. Kirsch

                                     II-13




                                                                     Exhibit 6


                                                                  June 3, 1999


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



To Pruco Life Insurance Company:

This opinion is furnished in connection with the registration be Pruco Life
Insurance Company of variable universal life insurance contracts ("Contracts")
under the Securities Act of 1933. The prospectus included in Post-Effective
Amendment No. 13 to Registration Statement No. 33-38271 on Form S-6 describes
the Contracts. I have reviewed the Contract form and I have participated in the
preparation and review of the Registration Statement and Exhibits thereto. In my
opinion:

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


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


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


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

Very truly yours,


/s/
   ------------------------

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

                                     II-14





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