PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE ACCOUNT, 485APOS, 1999-02-25

PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE ACCOUNT
485APOS, 1999-02-25

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AS FILED WITH THE SEC ON _____________. REGISTRATION NO. 33-49994

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-6

POST-EFFECTIVE AMENDMENT NO. 10

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

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PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE ACCOUNT
(Exact Name of Trust)

PRUCO LIFE INSURANCE COMPANY
(Name of Depositor)

213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(800) 437-4016
(Address and telephone number of principal executive offices)

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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

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

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

|_| on ______________________ pursuant to paragraph (b) of Rule 485
(date)

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

|_| on May 1, 1999 pursuant to paragraph (a) of Rule 485
(date)

<PAGE>

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

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

1. Cover Page

2. Cover Page

3. Not Applicable

4. Sale of the Contract and Sales Commissions (Part
1B)

5. Pruco Life PRUVIDER Variable Appreciable Account

6. Pruco Life PRUVIDER Variable Appreciable Account

7. Not Applicable

8. Not Applicable

9. Litigation

10. Brief Description of the Contract; Short-Term
Cancellation Right or "Free Look"; Transfers; How
the Contract Fund Changes with Investment
Experience; How a Contract's Death Benefit Will
Vary; Surrender of a Contract; Withdrawal of Excess
Cash Surrender Value (Part 1B); When Proceeds are
Paid; Contract Loans; Lapse and Reinstatement;
Paid-Up Insurance Option; The Fixed-Rate Option;
Voting Rights

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

12. Cover Page; Brief Description of the Contract;
Flexible Portfolios; Further Information About The
Series Fund; Sale of the Contract and Sales
Commissions (Part 1B)

13. Brief Description of the Contract; Premiums;
Allocation of Premiums; Contract Fees and Charges;
Reduction of Charges for Concurrent Sales to
Several Individuals; (Part 1B); Sale of the
Contract and Sales Commissions (Part 1B)

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

15. Brief Description of the Contract; Premiums;
Allocation of Premiums; Transfers; General
Information About Pruco Life PRUVIDER Variable
Appreciable Account, and The Fixed Rate Option

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

17. Surrender of a Contract; Withdrawal of Excess Cash
Surrender Value (Part 1B); When Proceeds are Paid

18. Pruco Life PRUVIDER Variable Appreciable Account;
How the Contract Fund Changes with Investment
Experience

19. Reports to Contract Owners

20. Not Applicable

21. Contract Loans

22. Not Applicable

23. Not Applicable

<PAGE>

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

24. Other Standard Contract Provisions (Part 1B)

25. Brief Description of the Contract

26. Brief Description of the Contract; Contract Fees
and Charges

27. Brief Description of the Contract

28. Brief Description of the Contract; Directors and
Officers of Pruco Life and Management of the Series
Fund (Part 1B)

29. Brief Description of the Contract

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. Brief Description of the Contract

36. Not Applicable

37. Not Applicable

38. Sale of the Contract and Sales Commissions (Part
1B)

39. Sale of the Contract and Sales Commissions (Part
1B)

40. Not Applicable

41. Sale of the Contract and Sales Commissions (Part
1B)

42. Not Applicable

43. Not Applicable

44. Brief Description of the Contract; Further
Information About the Series Fund; How the Contract
Fund Changes with Investment Experience; How a
Contract's Death Benefit Will Vary

45. Not Applicable

46. Brief Description of the Contract; Pruco Life
PRUVIDER Variable Appreciable Account; Further
Information About the Series Fund

47. Pruco Life PRUVIDER Variable Appreciable Account;
Further Information About the Series Fund

48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Not Applicable

52. Not Applicable

53. Tax Treatment of Contract Benefits; Tax Treatment
of Contract Benefits (Part 1B)

54. Not Applicable

55. Not Applicable

56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements; Financial Statements of the
Pruco Life Variable Appreciable Account;
Consolidated Financial

<PAGE>

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

Statements of Pruco Life Insurance Company and
Subsidiaries

<PAGE>

PART I

INFORMATION REQUIRED IN PROSPECTUS

<PAGE>

PRUvider Variable(SM)
Appreciable Life(R) Insurance

PROSPECTUS

The Pruco Life PRUvider Variable
Appreciable Account and

The Prudential Series Fund, Inc.

May 1, 1999

PRUCO LIFE INSURANCE COMPANY

<PAGE>

PROSPECTUS

MAY 1, 1999

PRUCO LIFE INSURANCE COMPANY
PRUVIDER VARIABLE APPRECIABLE ACCOUNT

PRUVIDER(sm)
VARIABLE APPRECIABLE LIFE(r)
INSURANCE CONTRACT

This prospectus describes a variable life insurance contract (the "Contract")
offered by Pruco Life Insurance Company ("Pruco Life", "us", or "we") under the
name PRUVIDER(sm) Variable APPRECIABLE LIFE(r) Insurance. Pruco Life, a
stock life insurance company, is a wholly-owned subsidiary of The Prudential
Insurance Company of America ("Prudential"). The death benefit varies daily with
investment experience but will never be less than a guaranteed minimum amount
(the face amount specified in the Contract). There is no guaranteed minimum cash
surrender value.

You, the Contract owner, may choose to invest your Contract's premiums and their
earnings in one or more of the following ways:

o Invest in either one or both of two available subaccounts of the Pruco Life
PRUvider Variable Appreciable Account, each of which invests in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Fund"):
the CONSERVATIVE BALANCED PORTFOLIO and the FLEXIBLE MANAGED PORTFOLIO.
Pruco Life may add additional subaccounts in the future.

o Invest in the FIXED-RATE OPTION, which pays a guaranteed interest rate.
Pruco Life will credit interest daily on any portion of the premium payment
that you have allocated to the fixed-rate option at rates periodically
declared by Pruco Life, in its sole discretion. Any such interest rate will
never be less than an effective annual rate of 4%.

You have considerable flexibility as to when and in what amounts you pay
premiums. On the other hand, it may be to your advantage to pay a Scheduled
Premium amount on the dates due, which are at least once a year but may be more
often.

This prospectus describes the Contract generally and the Pruco Life PRUvider
Variable Appreciable Account. The prospectus and its statement of additional
information also describe the investment objectives and the risks of investing
in the Fund portfolios.

Before you sign an application to purchase this life insurance contract, you
should carefully read this prospectus. If you do purchase the Contract, you
should retain this prospectus, together with the Contract, 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) 437-4016

PRUVIDER is a service mark of Prudential.
APPRECIABLE LIFE is a registered mark of Prudential.

<PAGE>

TABLE OF CONTENTS

PAGE

INTRODUCTION AND SUMMARY.......................................................1
BRIEF DESCRIPTION OF THE CONTRACT...........................................1
INVESTMENT OPTIONS..........................................................1
CHARGES.....................................................................2
PREMIUM PAYMENTS............................................................3
LAPSE AND GUARANTEE AGAINST LAPSE...........................................4
REFUND......................................................................4

FINANCIAL HIGHLIGHTS OF THE PORTFOLIOS OF THE FUND.............................5

ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS AND
ACCUMULATED PREMIUMS........................................................7

GENERAL INFORMATION ABOUT PRUCO LIFE PRUVIDER VARIABLE
APPRECIABLE ACCOUNT

AND THE FIXED RATE OPTION......................................................8
PRUCO LIFE INSURANCE COMPANY................................................8
THE PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE ACCOUNT........................8
THE FIXED-RATE OPTION.......................................................9

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS...........................9
REQUIREMENTS FOR ISSUANCE OF A CONTRACT.....................................9
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"................................9
CONTRACT FEES AND CHARGES..................................................10

DEDUCTIONS FROM PREMIUMS................................................10
DEDUCTIONS FROM PORTFOLIOS..............................................10
MONTHLY DEDUCTIONS FROM CONTRACT FUND...................................10
DAILY DEDUCTION FROM THE CONTRACT FUND..................................11
SURRENDER OR WITHDRAWAL CHARGES.........................................12
TRANSACTION CHARGES.....................................................12

CONTRACT DATE..............................................................12
PREMIUMS...................................................................13
ALLOCATION OF PREMIUMS.....................................................14
TRANSFERS..................................................................14
HOW THE CONTRACT FUND CHANGES WITH INVESTMENT EXPERIENCE...................15
HOW A CONTRACT'S DEATH BENEFIT WILL VARY...................................15
CONTRACT LOANS.............................................................15
SURRENDER OF A CONTRACT....................................................16
LAPSE AND REINSTATEMENT....................................................16

FIXED EXTENDED TERM INSURANCE...........................................17
FIXED REDUCED PAID-UP INSURANCE.........................................17
VARIABLE REDUCED PAID-UP INSURANCE......................................17
WHAT HAPPENS IF NO REQUEST IS MADE?.....................................17

PAID-UP INSURANCE OPTION...................................................17
REDUCED PAID-UP INSURANCE OPTION...........................................18
WHEN PROCEEDS ARE PAID.....................................................18
LIVING NEEDS BENEFIT.......................................................18

TERMINAL ILLNESS OPTION.................................................18
NURSING HOME OPTION.....................................................19

VOTING RIGHTS..............................................................19
REPORTS TO CONTRACT OWNERS.................................................20
TAX TREATMENT OF CONTRACT BENEFITS.........................................20

TREATMENT AS LIFE INSURANCE.............................................20
PRE-DEATH DISTRIBUTIONS.................................................20
WITHHOLDING.............................................................21
OTHER TAX CONSEQUENCES..................................................21

OTHER CONTRACT PROVISIONS..................................................21

FURTHER INFORMATION ABOUT THE FUND RISK/RETURN SUMMARIES......................21
CONSERVATIVE BALANCED PORTFOLIO............................................21

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES...........................21
PRINCIPAL RISKS.........................................................21
EVALUATING PERFORMANCE..................................................22

<PAGE>

FLEXIBLE MANAGED PORTFOLIO.................................................22
INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES...........................22
PRINCIPAL RISKS.........................................................22
EVALUATING PERFORMANCE..................................................23

HOW THE PORTFOLIOS INVEST..................................................24
CONSERVATIVE BALANCED PORTFOLIO............................................24

INVESTMENT OBJECTIVE AND POLICIES.......................................24
DERIVATIVES AND OTHER STRATEGIES........................................25
ADDITIONAL STRATEGIES...................................................26

FLEXIBLE MANAGED PORTFOLIO.................................................26
INVESTMENT OBJECTIVE AND POLICIES.......................................26
DERIVATIVES AND OTHER STRATEGIES........................................27
ADDITIONAL STRATEGIES...................................................27

INVESTMENT RISKS..............................................................28

HOW THE PORTFOLIOS ARE MANAGED................................................32
PURCHASE AND SALE OF FUND SHARES...........................................32

OTHER FUND INFORMATION........................................................33
DISTRIBUTOR................................................................33
MONITORING FOR POSSIBLE CONFLICTS..........................................33

STATE REGULATION..............................................................33

EXPERTS.......................................................................33

LITIGATION....................................................................33

YEAR 2000 COMPLIANCE..........................................................33

EXPANDED TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION.............35

ADDITIONAL INFORMATION........................................................37

FINANCIAL STATEMENTS..........................................................37

FINANCIAL STATEMENTS OF THE PRUCO LIFE PRUVIDER VARIABLE
APPRECIABLE ACCOUNT.......................................................A1

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

<PAGE>

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INTRODUCTION AND SUMMARY

This summary provides only an overview of the more significant provisions of the
Contract. We provide further detail in the subsequent sections of this
prospectus, as well as in a statement of additional information which is
available to you upon request without charge. A description of the contents of
the statement of additional information is on page 35.

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. A
substantial part of the premium pays for life insurance that will pay a benefit
to the beneficiary, in the event of the insured's death. This death benefit
generally far exceeds total premium payments. You should not purchase this
Contract, therefore, unless the major reason for the purchase is to provide life
insurance protection. Because the Contract provides whole life insurance, it
also serves a second important objective. It can be expected to provide a cash
surrender value that can be used during your lifetime.

BRIEF DESCRIPTION OF THE CONTRACT

The PRUVIDER Variable APPRECIABLE LIFE Insurance Contract (the "Contract") is
issued and sold by Pruco Life Insurance Company ("Pruco Life", "us", or "we").
The Contract is a form of flexible premium variable life insurance. It is based
on a Contract Fund, the value of which changes every business day. The Contract
Fund amount represents the value of your Contract on that day. There is a
surrender charge if you decide to surrender the Contract during the first 10
Contract years.

A broad objective of the Contract is to provide benefits that will increase in
value if favorable investment results are achieved. Pruco Life has established
the Pruco Life PRUVIDER Variable Appreciable Account (the "Account") under
Arizona law as a separate investment account whose assets are segregated from
all other assets of Pruco Life. The Account is divided into two subaccounts, and
you decide which one[s] will hold the assets of your Contract Fund. Whenever you
pay a premium, Pruco Life first deducts certain charges and, except for amounts
allocated to the fixed-rate option, puts the remainder - the "net premium" -
into the Account. The money allocated to each subaccount is immediately invested
in a corresponding portfolio of The Prudential Series Fund, Inc. (The "Fund"), a
series mutual fund for which Prudential is the investment adviser. The two Fund
portfolios -- the CONSERVATIVE BALANCED PORTFOLIO and the FLEXIBLE MANAGED
PORTFOLIO -- differ in the amount of risk associated with them and are
described in more detail below.

The Fund is an investment company registered under the Investment Company Act of
1940.

INVESTMENT OPTIONS

When you first buy the Contract you give instructions to Pruco Life as to what
combination of the three investment options you wish your Contract Fund
invested. Thereafter you may make changes in these allocations either in writing
or by telephone. The investment objectives of the portfolios, described more
fully starting on page 21 of this prospectus, are as follows:

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<PAGE>

VARIABLE INVESTMENT OPTIONS

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 money market instruments, debt
obligations, and common stocks. This Portfolio is appropriate for an
investor desiring diversification with a relatively lower risk of loss than
that associated with the Flexible Managed Portfolio.

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 money market instruments, debt obligations,
and common stocks. This Portfolio is appropriate for an investor desiring
diversification, who is willing to accept a relatively high level of loss,
in an effort to achieve greater appreciation.

FIXED-RATE OPTION

The fixed-rate option provides a guarantee against loss of principal plus income
at a rate which may change at yearly intervals, for new premium deposits, it
changes monthly, but will never be lower than an effective annual rate of 4%.

CHARGES

Pruco Life deducts certain charges from each premium payment and from the
amounts held in the designated subaccounts and the fixed rate option. In
addition, Pruco Life makes certain additional charges if a Contract lapses or is
surrendered during the first 10 Contract years. All these charges, which are
largely designed to cover insurance costs and risks as well as sales and
administrative expenses, are fully described under CONTRACT FEES AND CHARGES on
page 10. In brief, Pruco Life may make the following charges:

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

- --------------------------------------------------------------------------------
o less charge for taxes attributable to premiums

o less $2 processing fee
- --------------------------------------------------------------------------------

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

o To be invested in one or a combination of:

o The Conservative Balanced Portfolio

o The Flexible Managed Portfolio

o The fixed-rate option
- --------------------------------------------------------------------------------

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

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

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

o We deduct management fees and expenses from the Fund assets. See DEDUCTIONS
FROM PORTFOLIOS, page 10.

o We deduct a daily mortality and expense risk charge equivalent to an annual
rate of up to 0.9% from the assets of the subaccounts.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
MONTHLY CHARGES

o We deduct a sales charge from the Contract Fund in the amount of 1/2 of 1%
of the primary annual premium.

o We reduce the Contract Fund by a guaranteed minimum death benefit risk
charge of not more than $0.01 per $1,000 of the face amount of insurance.

o We reduce the Contract Fund by an administrative charge of up to $6 per
Contract and up to $0.19 per $1,000 of face amount of insurance (currently,
on a non-guaranteed basis, the $0.19 charge is decreased to $0.09 per
$1,000); if the face amount of the Contract is less than $10,000, there is
an additional charge of $0.30 per $1,000 of face amount.

o We deduct a charge for anticipated mortality. The maximum charge is based
on the non-smoker/smoker 1980 CSO Tables.

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

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

- --------------------------------------------------------------------------------
POSSIBLE ADDITIONAL CHARGES

o During the first 10 years, we will assess a contingent deferred sales
charge if the Contract lapses or is surrendered. During the first five
years, the maximum contingent deferred sales charge is 50% of the first
year's primary annual premium. This charge is both subject to other
important limitations and reduced for Contracts that have been inforce for
more than five years.

o During the first 10 years, we will assess a contingent deferred
administrative charge if the Contract lapses or is surrendered. During the
first five years, this charge equals $5 per $1,000 of face amount. It
begins to decline uniformly after the fifth Contract year so that it
disappears on the 10th Contract anniversary.

o We assess an administrative processing charge of up to $15 for each
withdrawal of excess cash surrender value.
- --------------------------------------------------------------------------------

Because of the charges listed above, and in particular because of the
significant charges deducted upon early surrender or lapse, you should purchase
a Contract only if you intend to, and have the financial capability to, keep it
for a substantial period.

PREMIUM PAYMENTS

Your Contract sets forth an annual Scheduled Premium, or one that is payable
more frequently, such as monthly. Pruco Life guarantees that, if the Scheduled
Premiums are paid when due (or if missed premiums are paid later, with
interest), the death benefit will be paid upon the death of the insured. Your
Contract will not lapse even if investment experience is so unfavorable that the
Contract Fund value drops to zero.

The amount of the Scheduled Premium depends on the Contract's face amount, the
insured's sex (except where unisex rates apply) and age at issue, the insured's
risk classification, the rate for taxes attributable to premiums, and the
frequency of premium payments selected. Under certain

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

<PAGE>

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

low face amount Contracts issued on younger insureds, the payment of the
Scheduled Premium may cause the Contract to be classified as a Modified
Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 20.

LAPSE AND GUARANTEE AGAINST LAPSE

Pruco Life's PRUVIDER Variable APPRECIABLE LIFE Insurance Contract is a form of
life insurance that provides much of the flexibility of variable universal life,
with two important distinctions:

o Pruco Life guarantees that if the Scheduled Premiums are paid when due, or
within the grace period (or missed premiums are paid later with interest),
the Contract will not lapse and, at least, the face amount of insurance
will be paid upon the death of the insured. This is true even if, because
of unfavorable investment experience, the Contract Fund value should drop
to zero.

o If all premiums are not paid when due (or not made up later), the Contract
will still not lapse as long as the Contract Fund is higher than a stated
amount set forth in a table in the Contract. This amount is called the
"Tabular Contract Fund", and it increases each year. In later years it
becomes quite high. The Contract lapses when the Contract Fund falls below
this stated amount, rather than when it drops to zero. This means that,
when a PRUVIDER Variable APPRECIABLE LIFE Contract lapses, it may still
have considerable value, and you may have a substantial incentive to
reinstate it. If you choose not to reinstate, on the other hand, you may
take the cash surrender value under several options.

REFUND

For a limited time, a Contract may be returned for a refund in accordance with
the terms of its "free look" provision. See SHORT-TERM CANCELLATION RIGHT OR
"FREE LOOK", page 9.

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

In the following pages of this prospectus we describe in much greater detail all
of the provisions of the Contract. The description is preceded by two sets of
tables. The first set provides, in condensed form, financial information about
the portfolios of the Fund, beginning on the date each of them was first
established. The second set shows what the cash surrender values and death
benefits would be under a Contract issued on a hypothetical person, making
certain assumptions. These tables show generally how the values under the
Contract would vary, with different investment performances.

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<PAGE>

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

FINANCIAL HIGHLIGHTS OF THE PORTFOLIOS OF
THE FUND

The tables that follow provide information about the annual investment income,
capital appreciation and expenses of the two available portfolios of the Fund
for each year, beginning with the year after the Fund was established. They are
prepared on a per share basis and therefore provide useful information about the
investment performance of each portfolio.

NOTE, HOWEVER, THAT THESE TABLES DO NOT TELL YOU HOW YOUR CONTRACT FUND WOULD
HAVE CHANGED DURING THIS PERIOD BECAUSE THEY DO NOT REFLECT THE DEDUCTIONS FROM
THE CONTRACT FUND OTHER THAN THE PORTFOLIO DEDUCTIONS.

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

<PAGE>

THE PRUDENTIAL SERIES FUND, INC. FINANCIAL HIGHLIGHTS

TO BE FILED BY POST-EFFECTIVE AMENDMENT PURSUANT TO RULE 485(B)

<PAGE>

ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS
AND ACCUMULATED PREMIUMS

The following four 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 four tables assume the following:

o a Contract of a given face amount bought by a 35 year old male, non-smoker,
with no extra risks or substandard ratings, and no extra benefit riders
added to the Contract.

o the Scheduled 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 two
available portfolios of the Fund and no portion of the Contract Fund has
been allocated to the fixed-rate option.

The first table (page T1) assumes a Contract with a $5,000 face amount has been
purchased and the second table (page T2) assumes a Contract with a $20,000 face
amount has been purchased. Both assume the current charges will continue for the
indefinite future. The third and fourth tables (pages T3 and T4) are based upon
the same assumptions except it is assumed the maximum contractual charges have
been made from the beginning.

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

The first column in the following four tables (pages T1 through T4) shows the
Contract year. The second column, to provide context, shows what the aggregate
amount would be if the Scheduled Premiums had been invested to earn interest,
after taxes, at 4% compounded annually. The next four columns show the death
benefit payable at the end of each of the years shown for the four different
assumed investment returns. The last four columns show the cash surrender value
payable at the end of each of the years shown for the four different assumed
investment returns. The cash surrender values in the first 10 years reflect the
surrender charges that would be deducted if the Contract were surrendered in
those years.

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 two portfolios of 0.59%, and the
daily deduction from the Contract Fund of 0.9% per year. Thus, based on the
above assumptions, gross investment returns of 0%, 4%, 8% and 12% are the
equivalent of net investment returns of -1.49%, 2.51%, 6.51%, 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 Fund 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 a person of your own age, sex, and rating
class.

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

THE PRUVIDER VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 35
$5,000 GUARANTEED DEATH BENEFIT
$173.70 ANNUAL PREMIUM (1)
USING CURRENT CONTRACTUAL CHARGES
<CAPTION>

DEATH BENEFIT (2) CASH SURRENDER VALUE (2)
---------------------------------------------------- ----------------------------------------------------
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 4% GROSS 8% GROSS 12% GROSS 0% GROSS 4% GROSS 8% GROSS 12% GROSS
YEAR PER YEAR (-1.49% NET) (2.51% NET) (6.51% NET) (10.51% NET) (-1.49% NET) (2.51% NET) (6.51% NET) (10.51% NET)
------ -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 181 $5,003 $5,007 $ 5,011 $ 5,016 $ 0 $ 0 $ 2 $ 6
2 $ 369 $5,002 $5,013 $ 5,025 $ 5,036 $ 48 $ 59 $ 70 $ 82
3 $ 564 $5,000 $5,019 $ 5,040 $ 5,063 $101 $ 121 $ 142 $ 165
4 $ 767 $5,000 $5,024 $ 5,058 $ 5,096 $154 $ 185 $ 219 $ 257
5 $ 978 $5,000 $5,028 $ 5,079 $ 5,136 $205 $ 249 $ 300 $ 357
6 $ 1,198 $5,000 $5,034 $ 5,105 $ 5,187 $268 $ 330 $ 401 $ 483
7 $ 1,427 $5,000 $5,039 $ 5,134 $ 5,248 $331 $ 411 $ 507 $ 620
8 $ 1,665 $5,000 $5,043 $ 5,167 $ 5,320 $392 $ 494 $ 618 $ 771
9 $ 1,912 $5,000 $5,047 $ 5,205 $ 5,404 $452 $ 578 $ 736 $ 935
10 $ 2,169 $5,000 $5,050 $ 5,248 $ 5,503 $511 $ 663 $ 861 $ 1,116
15 $ 3,617 $5,000 $5,058 $ 5,544 $ 6,271 $721 $1,047 $ 1,532 $ 2,259
20 $ 5,379 $5,000 $5,048 $ 6,027 $ 9,117 $882 $1,457 $ 2,436 $ 4,122
25 $ 7,523 $5,000 $5,016 $ 6,983 $13,550 $970 $1,882 $ 3,643 $ 7,069
30 (Age 65) $10,132 $5,000 $5,000 $ 8,747 $19,608 $940 $2,304 $ 5,202 $11,661
35 $13,305 $5,000 $5,000 $10,721 $27,975 $700 $2,696 $ 7,157 $18,678
40 $17,166 $5,000 $5,000 $12,973 $39,652 $ 52 $3,019 $ 9,560 $29,220
45 $21,864 $5,000 $5,000 $15,607 $56,163 $ 0 $3,189 $12,446 $44,788
</TABLE>

(1) If premiums are paid more frequently than annually, the payments would be
$89.46 semi-annually, $46.15 quarterly or $16.90 monthly. The death
benefits and cash surrender values would be slightly different for a
Contract with more frequent premium payments.

(2) Assumes no Contract loan has been 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%, 4%,
8%, AND 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE
AVERAGES FOR INDIVIDUAL CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY
PRUCO LIFE OR THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

T1
<PAGE>
<TABLE>

THE PRUVIDER VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 35
$20,000 GUARANTEED DEATH BENEFIT
$390.90 ANNUAL PREMIUM (1)
USING CURRENT CONTRACTUAL CHARGES
<CAPTION>
DEATH BENEFIT (2) CASH SURRENDER VALUE (2)
---------------------------------------------------- ----------------------------------------------------
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 4% GROSS 8% GROSS 12% GROSS 0% GROSS 4% GROSS 8% GROSS 12% GROSS
YEAR PER YEAR (-1.49% NET) (2.51% NET) (6.51% NET) (10.51% NET) (-1.49% NET) (2.51% NET) (6.51% NET) (10.51% NET)
------ -------------- ------------ ----------- ----------- ------------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 407 $20,012 $20,024 $20,036 $ 20,048 $ 39 $ 50 $ 62 $ 74
2 $ 829 $20,013 $20,046 $20,080 $ 20,115 $ 243 $ 276 $ 310 $ 345
3 $ 1,269 $20,002 $20,065 $20,133 $ 20,204 $ 442 $ 506 $ 573 $ 644
4 $ 1,726 $20,000 $20,082 $20,195 $ 20,317 $ 636 $ 739 $ 852 $ 974
5 $ 2,202 $20,000 $20,095 $20,266 $ 20,457 $ 833 $ 986 $ 1,157 $ 1,347
6 $ 2,697 $20,000 $20,112 $20,357 $ 20,636 $1,084 $ 1,296 $ 1,540 $ 1,820
7 $ 3,211 $20,000 $20,128 $20,461 $ 20,853 $1,335 $ 1,617 $ 1,950 $ 2,342
8 $ 3,746 $20,000 $20,141 $20,579 $ 21,111 $1,582 $ 1,944 $ 2,383 $ 2,914
9 $ 4,302 $20,000 $20,152 $20,715 $ 21,416 $1,824 $ 2,276 $ 2,839 $ 3,539
10 $ 4,881 $20,000 $20,160 $20,867 $ 21,773 $2,060 $ 2,612 $ 3,319 $ 4,225
15 $ 8,140 $20,000 $20,164 $21,949 $ 24,589 $2,900 $ 4,119 $ 5,903 $ 8,544
20 $12,106 $20,000 $20,092 $23,738 $ 34,499 $3,549 $ 5,730 $ 9,376 $ 15,597
25 $16,931 $20,000 $20,000 $26,860 $ 51,316 $3,900 $ 7,391 $14,013 $ 26,771
30 (Age 65) $22,801 $20,000 $20,000 $33,679 $ 74,293 $3,775 $ 9,031 $20,028 $ 44,181
35 $29,942 $20,000 $20,000 $41,307 $106,029 $2,801 $10,514 $27,578 $ 70,789
40 $38,631 $20,000 $20,000 $50,014 $150,318 $ 181 $11,630 $36,856 $110,771
45 $49,203 $20,000 $20,000 $60,199 $212,938 $ 0 $11,934 $48,007 $169,812
</TABLE>

(1) If premiums are paid more frequently than annually, the payments would be
$202.79 semi-annually, $103.98 quarterly or $36.59 monthly. The death
benefits and cash surrender values would be slightly different for a
Contract with more frequent premium payments.

(2) Assumes no Contract loan has been made.

T2
<PAGE>
<TABLE>

THE PRUVIDER VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 35
$5,000 GUARANTEED DEATH BENEFIT
$173.70 ANNUAL PREMIUM (1)
USING MAXIMUM CONTRACTUAL CHARGES
<CAPTION>

(2) Assumes no Contract loan has been made.

T3
<PAGE>
<TABLE>

THE PRUVIDER VARIABLE APPRECIABLE LIFE INSURANCE CONTRACT
MALE PREFERRED ISSUE AGE 35
$20,000 GUARANTEED DEATH BENEFIT
$390.90 ANNUAL PREMIUM (1)
USING MAXIMUM CONTRACTUAL CHARGES
<CAPTION>

(2) Assumes no Contract loan has been made.

<PAGE>

GENERAL INFORMATION ABOUT PRUCO LIFE PRUVIDER
VARIABLE APPRECIABLE ACCOUNT AND THE
FIXED RATE OPTION

PRUCO LIFE INSURANCE COMPANY

Pruco Life Insurance Company ("Pruco Life", "us", or "we") is a stock life
insurance company, organized in 1971 under the laws of the State of Arizona. It
is licensed to sell life insurance and annuities in the District of Columbia,
Guam, and in all states except New York. Pruco Life is a wholly-owned subsidiary
of The Prudential Insurance Company of America ("Prudential"), a mutual
insurance company founded in 1875 under the laws of the State of New Jersey.
Prudential is currently considering reorganizing itself into a stock company.
This form of reorganization, known as demutualization, is a complex process that
could take two years to complete. No plan of demutualization has been adopted
yet by Prudential's Board of Directors. Any plan of reorganization adopted by
the Board of Directors would have to be approved by qualified policyholders and
appropriate state insurance regulators. Throughout the process, there will be
continuing evaluation by the Board of Directors and management of Prudential as
to the desirability of demutualization. The Board of Directors, in its
discretion, may choose not to demutualize or to delay demutualization for a
time.

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

As of December 31, 1998, Prudential has invested over $ 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. Prudential is under no obligation to make
such contributions and its assets do not back the benefits payable under the
Contract. Pruco Life's consolidated financial statements begin on page B1 and
should be considered only as bearing upon Pruco Life's ability to meet its
obligations under the Contracts.

THE PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE ACCOUNT

Pruco Life PRUVIDER Variable Appreciable Account was established on July 10,
1992 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 Contract
are general corporate obligations of Pruco Life. Pruco Life is also the legal
owner of the assets in the Account. Pruco Life will maintain assets in the
Account with a total market value at least equal to the reserve and other
liabilities relating to the variable benefits attributable to the Account. These
assets may not be charged with liabilities which arise from any other business
Pruco Life conducts. In addition to these assets, the Account's assets may
include funds contributed by Pruco Life to commence operation of the Account and
may include accumulations of the charges Pruco Life makes against the Account.
From time to time these additional assets will be transferred to Pruco Life's
general account. Before making any such transfer, Pruco Life will consider any
possible adverse impact the transfer might have on the Account.

The Account is a unit investment trust, which is a type of investment company.
It is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 ("1940 Act"). This does not involve any
supervision by the SEC of the management, investment policies, or practices of
the Account. For state law purposes, the Account is treated as a part or
division of Pruco Life.

There are currently two subaccounts within the Account, one of which invests in
the Conservative Balanced Portfolio and the other of which invests in the
Flexible Managed Portfolio of the Fund. We may add additional subaccounts in the
future. The Account's financial statements begin on page A1.

<PAGE>

THE FIXED-RATE OPTION

BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED-RATE
OPTION UNDER THE CONTRACT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND THE GENERAL ACCOUNT HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY
UNDER THE INVESTMENT COMPANY ACT OF 1940. ACCORDINGLY, INTERESTS IN THE
FIXED-RATE OPTION ARE NOT SUBJECT TO THE PROVISIONS OF THESE ACTS, AND PRUCO
LIFE HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT REVIEWED THE DISCLOSURE IN THIS PROSPECTUS RELATING TO THE FIXED-RATE
OPTION. ANY INACCURATE OR MISLEADING DISCLOSURE REGARDING THE FIXED-RATE OPTION
MAY, HOWEVER, BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF FEDERAL
SECURITIES LAWS.

You may choose to allocate, either initially or by transfer, all or part of your
Contract Fund to the fixed-rate option. This amount becomes part of Pruco Life's
general account. Pruco Life's general account consists of all assets owned by
Pruco Life other than those in the Account and in other separate accounts that
have been or may be established by Pruco Life. Subject to applicable law, Pruco
Life has sole discretion over the investment of the general account assets.
Contract owners do not share in the investment experience of those assets.
Instead, Pruco Life guarantees that the part of the Contract Fund allocated to
the fixed-rate option will accrue interest daily at an effective annual rate
that Pruco Life declares periodically. This rate may not be less than an
effective annual rate of 4%.

Currently, the following steps are taken for crediting interest rates: (1)
declared interest rates remain in effect from the date money is allocated to the
fixed-rate option until the Monthly date in the same month in the following year
(see CONTRACT DATE on page 12); thereafter, a new crediting rate will be
declared each year and will remain in effect for the calendar year. Pruco Life
reserves the right to change this practice. Pruco Life is not obligated to
credit interest at a higher rate than 4%, although we may do so. Different
crediting rates may be declared for different portions of the Contract Fund
allocated to the fixed-rate option. At least annually and on request, you will
be advised of the interest rates that currently apply to your Contract. The term
Monthly Date means the day of each month that is the same as the Contract Date.

Transfers from the fixed-rate option are subject to strict limits. See
TRANSFERS, page 14. The payment of any cash surrender value attributable to the
fixed-rate option may be delayed up to six months. See WHEN PROCEEDS ARE PAID,
page 18.

DETAILED INFORMATION FOR PROSPECTIVE
CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

Generally, the Contract may be issued on insureds below the age of 76. You may
apply for a minimum initial guaranteed death benefit of $5,000; the maximum you
may apply for is $25,000. Proposed insureds, 21 years of age or less, may apply
for a minimum initial guaranteed death benefit of $10,000. Before issuing any
Contract, Pruco Life requires evidence of insurability, which may include a
medical examination. Non-smokers who meet preferred underwriting requirements
are offered the most favorable premium rate. Pruco Life charges a higher premium
if an extra mortality risk is involved. These are the current underwriting
requirements. We reserve the right to change these requirements on a
non-discriminatory basis.

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 if you exercise your short-term cancellation
right, you will receive a refund of all premium payments made, with no
adjustment for investment experience.

<PAGE>

CONTRACT FEES AND CHARGES

This section provides a more detailed description of each charge that is
described briefly in the chart on page 2.

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 we are now charging. If circumstances change, we reserve the right to
increase each current charge, up to the maximum charge, without giving any
advance notice.

A Contract owner may add several "riders" to the Contract which provide
additional benefits and are charged for separately. The statement and
description of charges that follows assumes there are no riders to the Contract.

DEDUCTIONS FROM PREMIUMS

(a) Pruco Life deducts a charge for taxes attributable to premiums from each
premium payment. That charge is currently made up of two parts. The first part
is a charge for state and local premium-based taxes. The tax rate varies from
state to state, generally ranging from 0.75% to 5% (but in some instances may
exceed 5%) of the premium received by Pruco Life. The second part is a charge
for federal income taxes measured by premiums, equal to 1.25% of the premium. We
believe that this charge is a reasonable estimate of an increase in its federal
income taxes resulting from a 1990 change in the Internal Revenue Code. It is
intended to recover this increased tax. During 1998, 1997, and 1996, we received
a total of approximately $ , $1,668,969, and $2,187,535, respectively, in
charges for taxes attributable to premiums.

(b) Pruco Life deducts a charge of $2 from each premium payment to cover the
cost of collecting and processing premiums. Thus, if you pay premiums annually,
this charge will be $2 per year. If you pay premiums monthly, the charge will be
$24 per year. If you pay premiums more frequently, for example under a payroll
deduction plan with your employer, the charge may be more than $24 per year.
During 1998, 1997, and 1996, we received a total of approximately $ ,
$1,239,689, and $1,155,021, respectively, in processing charges.

DEDUCTIONS FROM PORTFOLIOS

Pruco Life deducts an investment advisory fee daily from each portfolio at a
rate, on an annualized basis, of 0.55% for the Conservative Balanced Portfolio
and 0.60% for the Flexible Managed Portfolio.

We pay expenses incurred in conducting the investment operations of the
portfolios (such as investment advisory fees, custodian fees and preparation and
distribution of annual reports) out of the portfolio's income. These expenses
also vary by portfolio. The total expenses of each portfolio for the year 1998,
expressed as a percentage of the average assets during the year, are as follows:

- --------------------------------------------------------------------------------
PORTFOLIO ADVISORY FEE OTHER EXPENSES TOTAL EXPENSES
- --------------------------------------------------------------------------------

Conservative Balanced 0.55% % %
Flexible Managed 0.60% % %
- --------------------------------------------------------------------------------

MONTHLY DEDUCTIONS FROM CONTRACT FUND

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

(a) Pruco Life deducts a sales charge, often called a "sales load", to pay part
of the costs of selling the Contracts, including commissions, advertising, and
the printing and distribution of prospectuses and sales literature. The charge
is equal to 0.5% of the "primary annual premium." The primary annual premium is
equal to the Scheduled Premium that would be payable if premiums were being paid
annually, less the two deductions from premiums (taxes attributable to premiums
and the $2 processing charge), and less the $6 part of the monthly deduction
described in (c) below, the $0.30 per $1,000 of face amount for Contracts with a
face amount of less than $10,000, and any extra premiums for riders or
substandard risks. The sales load is charged whether the Contract owner is
paying premiums

<PAGE>

annually or more frequently. It is lower on Contracts issued on insureds over 60
years of age. To summarize, for most Contracts, this charge is somewhat less
than 6% of the annual Scheduled Premium.

There is a second sales load, which will be charged only if a Contract lapses or
is surrendered before the end of the 10th Contract year. It is often described
as a contingent deferred sales load ("CDSL") and is described later under
SURRENDER OR WITHDRAWAL CHARGES, page 12. During 1998, 1997, and 1996, we
received a total of approximately $ ,$3,998,082, and $3,685,080, respectively,
in sales load charges.

(b) Pruco Life deducts a charge of not more than $0.01 per $1000 of face amount
of insurance to compensate for the risk we assume in guaranteeing that, no
matter how unfavorable investment experience may be, the death benefit will
never be less than the guaranteed minimum death benefit, so long as Scheduled
Premiums are paid on or before the due date or during the grace period. This
charge will not be made if the Contract has been continued inforce pursuant to
an option on lapse. During 1998, 1997, and 1996, we received a total of
approximately $ , $158,412, and $147,942, respectively, for this risk charge.

(c) Pruco Life deducts an administrative charge of $6 plus up to $0.19 per
$1,000 of face amount of insurance. Currently, on a non-guaranteed basis, this
charge is reduced from $0.19 to $0.09 per $1,000. The charge is intended to pay
for processing claims, keeping records, and communicating with Contract owners.
If premiums are paid by automatic transfer under the Pru-Matic Plan, as
described on page 13, the current charge is further reduced to $0.07 per $1,000
of face amount. There is an additional charge of $0.30 per $1,000 of face amount
if the face amount of the Contract is less than $10,000. This monthly
administrative charge will not be made if the Contract has been continued
inforce pursuant to an option on lapse. During 1998, 1997, and 1996, we received
a total of approximately $ , $8,726,448, and $8,169,343, respectively, in
monthly administrative charges.

(d) Pruco Life deducts a mortality charge that is intended to be used to pay
death benefits. When an insured dies, the amount payable to the beneficiary is
larger than the Contract Fund and significantly larger if the insured dies in
the early years of a Contract. The mortality charges collected from all Contract
owners enable us to pay the death benefit for the few insureds who die. We
determine the maximum mortality charge by multiplying the "net amount at risk"
under a Contract (the amount by which the Contract's death benefit, computed as
if there were neither riders nor Contract debt, exceeds the Contract Fund) by a
rate based upon the insured's current attained age and sex (except where unisex
rates apply) and the anticipated mortality for that class of persons. The
anticipated mortality is based upon mortality tables published by The National
Association of Insurance Commissioners called the Non-Smoker/Smoker 1980 CSO
Tables. We may determine that a lesser amount than that called for by these
mortality tables will be adequate for insureds of particular ages and may thus
make a lower mortality charge for such persons. Any lower current mortality
charges are not applicable to Contracts inforce pursuant to an option on lapse.
See LAPSE AND REINSTATEMENT, page 16.

(e) If a rider is added to the basic Contract, or if an insured is in a
substandard risk classification (for example, a person in a hazardous
occupation), we increase the Scheduled Premium and deduct additional charges
monthly.

(f) Pruco Life may deduct a charge to cover federal, state or local taxes (other
than "taxes attributable to premiums" described above) that are imposed upon the
operations of the Account. At present no such taxes are imposed and no charge is
made. We review the question of a charge to the Account for company federal
income taxes periodically. We may make such a charge in future years for any
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.

DAILY DEDUCTION FROM THE CONTRACT FUND

Each day Pruco Life deducts a charge from the assets of each of the subaccounts
in an amount equivalent to an effective annual rate of up to 0.9%. This charge
is intended to compensate us for assuming mortality and expense risks under the
Contract. The mortality risk assumed is that insureds may live for shorter
periods of time than we estimated when we determined what mortality charge to
make. The expense risk assumed is that expenses incurred in issuing and
administering the Contract will be greater than we estimated in fixing the
administrative charges. This charge is not assessed against amounts allocated to
the fixed-rate option. During 1998, 1997, and 1996, we received a total of
approximately $ , $1,776,910, and $1,391,951, respectively, in mortality and
expense risk charges.

<PAGE>

SURRENDER OR WITHDRAWAL CHARGES

(a) Pruco Life charges an additional sales load (the CDSL) if a Contract lapses
or is surrendered during the first 10 Contract years. No such charge is
applicable to the death benefit, no matter when it may become payable. The
maximum contingent deferred charge is equal to 50% of the first year's primary
annual premium upon Contracts that lapse or are surrendered during the first
five Contract years. That percentage is reduced uniformly on a daily basis
starting from the Contract's fifth anniversary until it disappears on the 10th
anniversary. Other important limitations apply. They are described more fully in
the statement of additional information. The amount of this charge can be more
easily understood by reference to the following table which shows the sales
loads that would be paid by a 35 year old man with $20,000 face amount of
insurance, both through the monthly deductions from the Contract Fund described
above and upon the surrender of the Contract.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
SURRENDER, CUMULATIVE SCHEDULED CUMULATIVE CONTINGENT TOTAL SALES TOTAL SALES LOAD AS PER-
LAST DAY OF PREMIUMS PAID SALES LOAD DEDUCTED DEFERRED SALES LOAD LOAD CENTAGE OF SCHEDULED
YEAR NO. FROM CONTRACT FUND PREMIUMS PAID
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 $ 390.90 $ 18.24 $ 87.22 $105.46 26.98%
2 781.80 36.48 104.16 140.64 17.99%
3 1,172.70 54.72 121.10 175.82 14.99%
4 1,563.60 72.96 138.04 211.00 13.49%
5 1,954.50 91.20 146.55 237.75 12.16%
6 2,345.40 109.44 121.80 231.24 9.86%
7 2,736.30 127.68 91.40 219.08 8.01%
8 3,127.20 145.92 60.80 206.72 6.61%
9 3,518.10 164.16 30.40 194.56 5.53%
10 3,909.00 182.40 0.00 182.40 4.67%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

The percentages shown in the last column will not be appreciably different for
insureds of different ages.

(b) Pruco Life deducts an administrative charge of $5 per $1,000 of face amount
of insurance upon lapse or surrender to cover the cost of processing
applications, conducting medical examinations, determining insurability and the
insured's rating class, and establishing records. However, this charge is
reduced beginning on the Contract's fifth anniversary and declines daily at a
constant rate until it disappears entirely on the 10th Contract anniversary. We
are currently allowing partial surrenders of the Contract, but we reserve the
right to cancel this administrative practice. If the Contract is partially
surrendered during the first 10 years, we deduct a proportionate amount of the
charge from the Contract Fund. During 1998, 1997, and 1996, we received a total
of approximately $ , $295,205, and $269,611, respectively, for surrendered or
lapsed Contracts. Surrender of all or part of a Contract may have tax
consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 20.

TRANSACTION CHARGES

Pruco Life will make an administrative processing charge equal to the lesser of
$15 or 2% of the amount withdrawn in connection with each withdrawal of excess
cash surrender value of a Contract. This charge is described in more detail in
the statement of additional information.

CONTRACT DATE

When the first premium payment is paid with the application for a Contract, the
Contract Date will ordinarily be the later of the date of the application date
and the medical examination date. In most cases no medical examination will be
necessary. If the first premium is not paid with the application, the Contract
Date will ordinarily be the date the first premium is paid and the Contract is
delivered. It may be advantageous for a Contract owner to have an earlier
Contract Date when that will result in Pruco Life using a lower issue age in
determining the Scheduled Premium amount. Pruco Life will permit a Contract to
be back-dated but only to a date not earlier than six months prior to the date
of the application. Pruco Life will require the payment of all premiums that
would have been due had the

<PAGE>

application date coincided with the back-dated Contract Date. The death benefit
and cash surrender value under the Contract will be equal to what they would
have been had the Contract been issued on the Contract Date, all Scheduled
Premiums been received on their due dates, and all Contract charges been made.

PREMIUMS

The Contract provides for a Scheduled Premium which, if paid when due or within
a 61 day grace period, ensures that the Contract will not lapse. If you pay
premiums other than on a monthly basis, you will receive a notice that a premium
is due about three weeks before each due date. If you pay premiums monthly, you
will receive a book each year with 12 coupons that will serve as a reminder.
With Pruco Life's consent, you may change the frequency of premium payments.

You may elect to have monthly premiums paid automatically under the "Pru-Matic
Premium Plan" by pre-authorized transfers from a bank checking account. If you
select the Pru-Matic Premium Plan, one of the current monthly charges will be
reduced. See MONTHLY DEDUCTIONS FROM CONTRACT FUND, page 10. Some Contract
owners may also be eligible to have monthly premiums paid by pre-authorized
deductions from an employer's payroll.

The following table shows, for two face amounts, representative preferred and
standard annual premium amounts under Contracts issued on insureds who are not
substandard risks. These premiums do not reflect any additional riders or
supplementary benefits.

- --------------------------------------------------------------------------------
$10,000 FACE AMOUNT $20,000 FACE AMOUNT
----------------------------------------------------------
PREFERRED STANDARD PREFERRED STANDARD
- --------------------------------------------------------------------------------
Male, age 35 $233.70 $274.01 $390.90 $ 471.52
at issue
- --------------------------------------------------------------------------------
Female, age 45 $278.04 $308.53 $479.59 $ 540.57
at issue
- --------------------------------------------------------------------------------
Male, age 55 $450.96 $562.17 $825.43 $1047.86
at issue
- --------------------------------------------------------------------------------

The following table compares annual and monthly premiums for insureds who are in
the preferred rating class. Note that in these examples the sum of 12 monthly
premiums for a particular Contract is approximately 110% to 116% of the annual
Scheduled Premium for that Contract.

- --------------------------------------------------------------------------------
$10,000 FACE AMOUNT $20,000 FACE AMOUNT
--------------------------------------------------------
MONTHLY ANNUAL MONTHLY ANNUAL
- --------------------------------------------------------------------------------
Male, age 35 $22.43 $233.70 $36.59 $390.90
at issue
- -------------------------------------------------------------------------------
Female, age 45 $26.46 $278.04 $44.65 $479.59
at issue
- -------------------------------------------------------------------------------
Male, age 55 $41.96 $450.96 $75.66 $825.43
at issue
- -------------------------------------------------------------------------------

A significant feature of this Contract is that it permits you to pay greater
than Scheduled Premiums. You may make unscheduled premium payments occasionally
or on a periodic basis. If you wish, you may select a higher contemplated
premium than the Scheduled Premium. Pruco Life will then bill you for the chosen
premium. In general, the regular payment of higher premiums will result in
higher cash surrender values and higher death benefits. Conversely, a Scheduled
Premium payment does not need to be made if the Contract Fund is large enough to
enable the charges due under the Contract to be made without causing the
Contract to lapse. See LAPSE AND REINSTATEMENT, page 16. The payment of premiums
in excess of Scheduled Premiums may cause the Contract to

<PAGE>

become a Modified Endowment Contract for federal income tax purposes. If this
happens, loans and other distributions which would otherwise not be taxable
events may be subject to federal income taxation. See TAX TREATMENT OF CONTRACT
BENEFITS, page 20.

Pruco Life will generally accept any premium payment of at least $25. Pruco Life
reserves the right to limit unscheduled premiums to a total of $5,000 in any
Contract year, and to refuse to accept premiums that would immediately result in
more than a dollar-for-dollar increase in the death benefit. See HOW A
CONTRACT'S DEATH BENEFIT WILL VARY, page 15. The privilege of making large or
additional premium payments offers a way of investing amounts which accumulate
without current income taxation, but again, there are tax consequences if the
Contract becomes a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 20.

ALLOCATION OF PREMIUMS

On the Contract Date, Pruco Life deducts a $2 processing charge and the charge
for taxes attributable to premiums from the initial premium, and deducts the
first monthly charges. The remainder of the initial premium is allocated on the
Contract Date among the subaccount[s] or the fixed-rate option according to the
allocation you specified in the application form. The invested portion of any
part of the initial premium in excess of the Scheduled Premium is generally
placed in the selected investment option[s] on the date of receipt at a Home
Office, but not earlier than the Contract Date. If Pruco Life receives the
initial premium prior to the Contract Date, there will be a period during which
it will not be invested. Each subsequent premium payment, after the deductions
from premiums, will be invested as of the end of the valuation period when
received at a Home Office in accordance with the allocation previously
designated. A valuation period is 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 are
calculated, which is generally 4:15 p.m. Eastern time on each day during which
the New York Stock Exchange is open. 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. You may also change the way in which subsequent
premiums are allocated by telephoning a Home Office, provided you are enrolled
to use the Telephone Transfer system. There is no charge for reallocating future
premiums. If any part of the invested portion of a premium is allocated to a
particular investment option, that portion must be at least 10% on the date the
allocation takes effect. All percentage allocations must be in whole numbers.
For example, 33% can be selected but 331/3% cannot. Of course, the total
allocation of all selected investment options must equal 100%.

TRANSFERS

If the Contract is not in default, or if the Contract is inforce as variable
reduced paid-up insurance (see LAPSE AND REINSTATEMENT on page 16), you may, up
to four times in each Contract year, transfer amounts from one subaccount to the
other subaccount or to the fixed-rate option. Currently you may make additional
transfers with Pruco Life's consent. There is no charge. All or a portion of the
amount credited to a subaccount may be transferred.

In addition, the total amount credited to a Contract held in the subaccounts may
be transferred to the fixed-rate option at any time during the first two
Contract years. If you wish to convert your variable Contract to a fixed-benefit
Contract in this manner, you must request a complete transfer of funds to the
fixed-rate option and change your allocation instructions regarding any future
premiums.

Transfers between subaccounts will take effect as of the end of the valuation
period (usually the business day) 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 $1,000 from one subaccount to the other, or may be in terms of a
percentage reallocation between 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, if you are
enrolled to use the Telephone Transfer System. You will automatically be
enrolled to use the Telephone Transfer System unless the Contract is jointly
owned or you elect not to have this privilege. Telephone transfers may not be
available on Contracts that are assigned, depending on the terms of the
assignment. We will use reasonable procedures, such as asking you for certain
personal information provided on your application for insurance, to confirm that
instructions given by telephone are genuine. Pruco Life will not be held liable
for following telephone instructions that we reasonably believe to be genuine.
Pruco Life cannot guarantee that you will be able to get through to complete a
telephone transfer during peak periods such as periods of drastic economic or
market change.

Transfers from the fixed-rate option to the subaccounts are currently permitted
once each Contract year and only during the 30-day period beginning on the
Contract anniversary. The maximum amount which may be transferred out of the
fixed-rate option each year is currently the greater of: (a) 25% of the amount
in the fixed-rate option, or (b)

<PAGE>

$2,000. Such transfer requests received prior to the Contract anniversary will
be effective on the Contract anniversary. Transfer requests received within the
30-day period beginning on the Contract anniversary will be effective as of the
end of the valuation period in which a proper transfer request is received at a
Home Office. Pruco Life may change these limits in the future.

HOW THE CONTRACT FUND CHANGES WITH INVESTMENT EXPERIENCE

As explained earlier, after the 10th Contract year, there will no longer be a
surrender charge and, if there is no Contract loan, the cash surrender value
will be equal to the Contract Fund. This section, therefore, also describes how
the cash surrender value of the Contract will change with investment experience.

On the Contract Date, the Contract Fund value is the initial premium less the
deductions from premiums and the first monthly deductions. See CONTRACT FEES AND
CHARGES, page 10. This amount is placed in the subaccounts you choose and/or the
fixed rate option. Thereafter, the Contract Fund value changes daily, reflecting
increases or decreases in the value of the subaccount assets, and interest
credited on any amounts allocated to the fixed-rate option. It is also reduced
by the daily asset charge for mortality and expense risks assessed against the
subaccounts. The Contract Fund value also increases to reflect the receipt of
additional premium payments and is decreased by the monthly deductions.

A Contract's cash surrender value on any date will be the Contract Fund value
reduced by the withdrawal charges, if any, and by any Contract debt. Upon
request, Pruco Life will tell you the cash surrender value of your Contract. It
is possible, although highly unlikely, that the cash surrender value of a
Contract could decline to zero because of unfavorable investment performance,
even if you continue to pay Scheduled Premiums when due.

The tables on pages T1 through T4 of this prospectus illustrate what the death
benefit and cash surrender values would be for a representative Contract,
assuming uniform hypothetical investment results in the selected portfolio[s],
and also provide information about the aggregate premiums payable under the
Contract.

HOW A CONTRACT'S DEATH BENEFIT WILL VARY

The death benefit will change with investment experience. The precise way in
which that will occur is complicated and is described in the statement of
additional information. In general, and assuming the optional paid-up benefit is
not in effect (see PAID-UP INSURANCE OPTION on page 17), if the net investment
performance is 4% per year or higher and Scheduled Premiums are paid when due,
the death benefit will increase. If the net investment performance is below 4%,
the death benefit will decrease, but Pruco Life guarantees that it will not
decrease below the face amount of insurance. Any unfavorable experience must be
offset by favorable experience, however, before the death benefit begins to
increase again.

If the Contract is kept inforce for several years and if investment performance
is relatively favorable, the Contract Fund value may grow to the point where the
death benefit must be increased to comply with certain provisions of the
Internal Revenue Code, which require that the death benefit always be greater
than the Contract Fund value. The required difference between the death benefit
and Contract Fund value is higher at younger ages than at older ages. A precise
description is in the statement of additional information.

CONTRACT LOANS

You may borrow from Pruco Life up to the "loan value" of the Contract, using the
Contract as the only security for the loan. The loan value is equal to (1) 90%
of an amount equal to the portion of the Contract Fund value attributable to the
subaccounts and to any prior loan[s] supported by the subaccounts, minus the
portion of any charges attributable to the subaccounts that would be payable
upon an immediate surrender; plus (2) 100% of an amount equal to the portion of
the Contract Fund value attributable to the fixed-rate option and to any prior
loan[s] supported by the fixed-rate option, minus the portion of any charges
attributable to the fixed-rate option that would be payable upon an immediate
surrender. The minimum amount that may be borrowed at any one time is $200
unless the proceeds are used to pay premiums on the Contract.

Interest charged on a loan accrues daily at a fixed effective annual rate of
5.5%. 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 the Contract debt exceeds what the cash
surrender value would be if there were no Contract debt, 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

<PAGE>

obtain a positive cash surrender value and thus keep the Contract inforce for a
limited time. 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, page 20, and LAPSE AND REINSTATEMENT, page 16.

When a loan is made, an amount equal to the loan proceeds (the "loan amount") is
transferred out of the subaccounts and/or the fixed-rate option, as applicable.
The reduction will normally be made in the same proportions as the value in each
subaccount and the fixed-rate option bears to the total value of the Contract.
While a loan is outstanding, the amount that was so transferred will continue to
be treated as part of the Contract Fund but it will be credited with the assumed
rate of return of 4% rather than with the actual rate of return of the
subaccount[s] or fixed-rate option.

A loan will not affect the amount of the premiums due. Should the death benefit
become payable while a loan is outstanding, or should the Contract be
surrendered, any Contract debt will be deducted from the death benefit or the
cash surrender value.

A loan will have an effect on a Contract's cash surrender value and may have an
effect on the death benefit, even if the loan is fully repaid, because the
investment results of the selected options will apply only to the amount
remaining invested under those options. The longer the loan is outstanding, the
greater the effect is likely to be. The effect could be favorable or
unfavorable. If investment results are greater than the rate being credited upon
the amount of the loan while the loan is outstanding, values under the Contract
will not increase as rapidly as they would have if no loan had been made. If
investment results are below that rate, Contract values will be higher than they
would have been had no loan been made. A loan that is repaid will not have any
effect upon the guaranteed minimum death benefit.

Consider the Contract issued on a 35 year old male insured illustrated in the
table on page T2 with an 8% gross investment return. Assume a $1,500 loan was
made under this Contract at the end of Contract year eight and repaid at the end
of Contract year 10 and loan interest was paid when due. Upon repayment, the
cash surrender value would be $ . This amount is lower than the cash surrender
value shown on that page for the end of Contract year 10 because the loan amount
was credited with the 4% assumed rate of return rather than the % net return for
the designated subaccount[s] resulting from the 8% gross return in the
underlying Fund. Loans from Modified Endowment Contracts may be treated for tax
purposes as distributions of income. See TAX TREATMENT OF CONTRACT BENEFITS,
page 20.

SURRENDER OF A CONTRACT

You may surrender a Contract, in whole or in part, for its cash surrender value
while the insured is living. To surrender a Contract in whole or in part, you
must deliver or mail it, together with a written request in a form that meets
Pruco Life's needs, to a Home Office. The cash surrender value of a surrendered
or partially surrendered Contract (taking into account the deferred sales and
administrative charges, if any) will be determined as of the end of the
valuation period in which such a request is received in a Home Office. Surrender
of all or part of a Contract may have tax consequences. See TAX TREATMENT OF
CONTRACT BENEFITS, page 20.

LAPSE AND REINSTATEMENT

As explained earlier, if Scheduled Premiums are paid on or before each due date,
or within the grace period after each due date, and there are no withdrawals or
outstanding loans, a Contract will remain inforce even if the investment results
of that Contract's variable investment option[s] have been so unfavorable that
the Contract Fund has decreased to zero.

In addition, even if a Scheduled Premium is not paid, the Contract will remain
inforce as long as the Contract Fund on any Monthly Date is equal to or greater
than the Tabular Contract Fund Value on the following Monthly Date. (A Table of
Tabular Contract Fund Values is included in the Contract; the values increase
with each year the Contract remains inforce.) This could occur because of such
factors as favorable investment experience, deduction of current rather than
maximum charges, or the previous payment of greater than Scheduled Premiums.

However, if a Scheduled Premium is not paid, and the Contract Fund is
insufficient to keep the Contract inforce, the Contract will go into default.
Should this happen, Pruco Life will send the Contract owner a notice of default
setting forth the payment necessary to keep the Contract inforce on a premium
paying basis. 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 20.

<PAGE>

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.

If your Contract does lapse, it will still provide some benefits. You can
receive the cash surrender value by making a request of Pruco Life prior to the
end of the 61 day grace period. You may also choose one of the three forms of
insurance described below for which no further premiums are payable.

FIXED EXTENDED TERM INSURANCE

The amount of insurance that would have been paid on the date of default will
continue for a stated period of time. You will be told in writing how long that
will be. The insurance amount will not change. There will be a diminishing cash
surrender value but no loan value. Extended term insurance is not available to
insureds in high risk classifications or under Contracts issued in connection
with tax-qualified pension plans.

FIXED REDUCED PAID-UP INSURANCE

This insurance continues for the lifetime of the insured but at an insurance
amount that is generally lower than that provided by fixed extended term
insurance. It will decrease only if you take a Contract loan. Upon request, we
will tell you what the amount of insurance will be. Fixed paid-up insurance has
a cash surrender value and a loan value. It is possible for this Contract to be
classified as a Modified Endowment Contract if this option is exercised. See TAX
TREATMENT OF CONTRACT BENEFITS, page 20.

VARIABLE REDUCED PAID-UP INSURANCE

This is similar to fixed paid-up insurance and will initially be in the same
amount. The Contract Fund will continue to vary to reflect the experience of the
subaccounts and/or the fixed rate option. There will be a new guaranteed minimum
death benefit. Loans will be available subject to the same rules that apply to
premium-paying Contracts.

Variable reduced paid-up insurance is the automatic option provided upon lapse
only if the amount of variable reduced paid-up insurance is at least as great as
the amount of fixed extended term insurance which would have been provided upon
lapse. In addition, variable reduced paid-up insurance will be available only if
the insured is not in one of the high risk rating classes for which Pruco Life
does not offer fixed extended term insurance. It is possible for this Contract
to be classified as a Modified Endowment Contract if this option is exercised.
See TAX TREATMENT OF CONTRACT BENEFITS, page 20.

WHAT HAPPENS IF NO REQUEST IS MADE?

Except in the two situations that follow, if no request is made the "automatic
option" will be fixed extended term insurance. If fixed extended term insurance
is not available to the insured, then fixed reduced paid-up insurance will be
provided. However, if variable reduced paid-up insurance is available and the
amount is at least as great as the amount of fixed extended term insurance, then
the automatic option will be variable reduced paid-up insurance. This could
occur if the Contract lapses and there is a Contract debt outstanding.

PAID-UP INSURANCE OPTION

In certain circumstances you may elect to stop paying premiums and to have
guaranteed insurance coverage for the lifetime of the insured. This benefit is
available only if the following conditions are met: (1) the Contract is not in
default; (2) Pruco Life is not paying premiums in accordance with any payment of
premium benefit that may be included in the Contract; and (3) the Contract Fund
is sufficiently large so that the calculated guaranteed paid-up insurance amount
is at least equal to the face amount of insurance plus the excess, if any, of
the Contract Fund over the tabular Contract Fund. The amount of guaranteed
paid-up insurance coverage may be greater. It will be equal to the difference
between the Contract Fund and the present value of future monthly charges from
the Contract Fund (other than charges for anticipated mortality costs and for
payment of premium riders) multiplied by the attained age factor. This option
will generally be available only when the Contract has been inforce for many
years and the Contract Fund has grown because of favorable investment experience
or the payment of unscheduled premiums or both. Once the paid-up insurance
option is exercised, the actual death benefit is equal to the greater of the
guaranteed paid-up insurance amount and the Contract Fund multiplied by the
attained age factor.

<PAGE>

Upon request, Pruco Life will tell you the amount needed to pay up the Contract
and to guarantee the paid-up insurance amount as long as a payment equal to or
greater than this amount is received within two weeks of the date it was quoted.
There is no guarantee if the payment is received within the two week period and
is less than the quoted amount or if the payment is received outside the two
week period. In that case, Pruco Life will add the payment to the Contract Fund
and recalculate the guaranteed paid-up insurance amount. If the guaranteed
paid-up insurance amount is equal to or greater than the face amount, the
paid-up request will be processed. If the guaranteed paid-up insurance amount
calculated is below the face amount, you will be notified that the amount is
insufficient to process the request. In some cases, the quoted amount, if paid,
would increase the death benefit by more than it increases the Contract Fund. In
these situations, underwriting might be required to accept the premium payment
and to process the paid-up request. Pruco Life reserves the right to change this
procedure in the future. After the first Contract year, you must make a proper
written request for the Contract to become fully paid-up and send the Contract
to a Home Office to be endorsed. It is possible for this Contract to be
classified as a Modified Endowment Contract if this option is exercised. See TAX
TREATMENT OF CONTRACT BENEFITS, page 20. A Contract in effect under a paid-up
insurance option will have cash surrender and loan values.

REDUCED PAID-UP INSURANCE OPTION

Like the paid-up insurance option, reduced paid-up insurance provides the
insured with lifetime insurance coverage without the payment of additional
premiums. However, reduced paid-up insurance provides insurance coverage which
is generally lower than the death benefit of the Contract. Reduced paid-up
insurance is based upon a Contract's current net cash value and can be requested
at any time. This option is available only when the Contract is not in default
and Pruco Life is not paying any premiums in accordance with any payment of
premium benefit that may be included in the Contract. In order to receive
reduced paid-up insurance, a Contract owner must make a proper written request,
and Pruco Life may request that the owner send the Contract to a Home Office to
be endorsed. It is possible for this Contract to be classified as a Modified
Endowment Contract if this option is exercised. See TAX TREATMENT OF CONTRACT
BENEFITS, page 20.

WHEN PROCEEDS ARE PAID

Pruco Life will generally pay any death benefit, cash surrender value, loan
proceeds or withdrawal within seven days after all the documents required for
such payment are received at a Home Office. Other than the death benefit, which
is determined as of the date of death, the amount will be determined as of the
end of the valuation period in which the necessary documents are received at a
Home Office. 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 sale or
valuation of the Account's assets is not reasonably practicable because the New
York Stock Exchange is closed for other than a regular holiday or weekend,
trading is restricted by the SEC, or the SEC declares that an emergency exists.

With respect to the amount of any cash surrender value allocated to the
fixed-rate option, and with respect to a Contract inforce as fixed reduced
paid-up insurance or as extended term insurance, Pruco Life expects to pay the
cash surrender value promptly upon request. However, Pruco Life has the right to
delay payment of such cash surrender value for up to six months (or a shorter
period if required by applicable law). Pruco Life will pay interest of at least
3% a year if it delays such a payment for more than 30 days (or a shorter period
if required by applicable law).

LIVING NEEDS BENEFIT

You may elect to add the LIVING NEEDS BENEFIT(sm) to your Contract at issue.
The benefit may vary by state. It can generally be added only when the aggregate
face amounts of the insured's eligible contracts equal $50,000 or more. There is
no charge for adding the benefit to the Contract. However, an administrative
charge (not to exceed $150) will be made at the time the LIVING NEEDS BENEFIT is
paid.

Subject to state regulatory approval, the LIVING NEEDS BENEFIT allows you to
elect to receive an accelerated payment of all or part of the Contract's death
benefit, adjusted to reflect current value, at a time when certain special needs
exist. The adjusted death benefit will always be less than the death benefit,
but will generally be greater than the Contract's cash surrender value. One or
both of the following options may be available. A Pruco Life representative
should be consulted as to whether additional options may be available.

TERMINAL ILLNESS OPTION

This option is available if the insured is diagnosed as terminally ill with a
life expectancy of six months or less. When you provide satisfactory evidence,
Pruco Life will provide an accelerated payment of the portion of the death
benefit

<PAGE>

you select as a LIVING NEEDS BENEFIT. The Contract owner may (1) elect to
receive the benefit in a single sum or (2) receive equal monthly payments for
six months. If the insured dies before all the payments have been made, the
present value of the remaining payments will be paid to the beneficiary
designated in the LIVING NEEDS BENEFIT claim form in a single sum.

NURSING HOME OPTION

This option is available after the insured has been confined to an eligible
nursing home for six months or more. When you provide satisfactory evidence,
including certification by a licensed physician, that the insured is expected to
remain in the nursing home until death, Pruco Life will provide an accelerated
payment of the portion of the death benefit you select as a LIVING NEEDS
BENEFIT. The Contract owner may (1) elect to receive the benefit in a single sum
or (2) receive equal monthly payments for a specified number of years (not more
than 10 nor less than two), depending upon the age of the insured. If the
insured dies before all of the payments have been made, the present value of the
remaining payments will be paid to the beneficiary designated in the LIVING
NEEDS BENEFIT claim form in a single sum.

All or part of the Contract's death benefit may be accelerated under the LIVING
NEEDS BENEFIT. If the benefit is only partially accelerated, a death benefit of
at least $25,000 must remain under the Contract. Pruco Life reserves the right
to determine the minimum amount that may be accelerated.

No benefit will be payable if the Contract owner is required to elect it in
order to meet the claims of creditors or to obtain a government benefit. Pruco
Life can furnish details about the amount of LIVING NEEDS BENEFIT that is
available to an eligible Contract owner, and the adjusted premium payments that
would be in effect if less than the entire death benefit is accelerated.

You should consider whether adding this settlement option is appropriate in your
given situation. Adding the LIVING NEEDS BENEFIT to the Contract has no adverse
consequences; however, electing to use it could. With the exception of certain
business-related policies, the LIVING NEEDS BENEFIT is excluded from income if
the insured is terminally ill or chronically ill as defined by the tax law
(although the exclusion in the latter case may be limited). You should consult a
qualified tax adviser before electing to receive this benefit. Receipt of a
LIVING NEEDS BENEFIT payment may also affect your eligibility for certain
government benefits or entitlements.

VOTING RIGHTS

As explained earlier, all of the assets held in the subaccounts will be invested
in shares of the corresponding portfolios of the Fund. Pruco Life is the legal
owner of those shares and as such has the right to vote on any matter voted on
at Fund shareholders meetings. However, Pruco Life will vote the shares of the
Fund in accordance with voting instructions received from Contract owners at any
regular and special shareholders meetings. The Fund will not hold annual
shareholders meetings when not required to do so under Maryland law or the
Investment Company Act of 1940. Fund shares for which no timely instructions
from Contract owners are received, and any shares indirectly owned by Pruco
Life, will be voted in the same proportion as shares in the respective
portfolios for which instructions are received.

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

The number of shares in a portfolio for which a Contract owner may give
instructions is determined by dividing the portion of your Contract Fund
attributable to the portfolio, by the value of one share of the portfolio. 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
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.

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 the
Fund. In addition, Pruco Life itself may

<PAGE>

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.

REPORTS TO CONTRACT OWNERS

Once each Contract year (except where the Contract is inforce as fixed extended
term insurance or fixed reduced paid-up insurance), Pruco Life will send you a
statement that provides certain information pertinent to your own Contract. The
statement shows all transactions during the year that affected the value of your
Contract Fund, including monthly changes attributable to investment experience.
The statement will also show the current death benefit, cash surrender value,
and loan values of your Contract. On request, you 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 receive, usually at the end of February, an annual report of the
operations of the Fund. That report will list the investments held in both
portfolios and include audited financial statements for the Fund. A semi-annual
report with similar unaudited information will be sent to you, usually at the
end of August.

TAX TREATMENT OF CONTRACT BENEFITS

We urge each prospective purchaser to consult a qualified tax adviser. The
following discussion is not intended as tax advice, and it is not a complete
statement of what the effect of federal income taxes will be under all
circumstances. Current federal income tax laws and regulations or
interpretations may change. A more detailed discussion of what follows is
contained in the statement of additional information.

TREATMENT AS LIFE INSURANCE

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

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

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

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

If the Contract is not classified as a Modified Endowment Contract, you
generally will not be taxed on proceeds received in the event of a lapse,
surrender of the Contract, or withdrawal of part of the cash surrender value
unless the total amount received exceeds the gross premiums paid less the
untaxed portion of any prior withdrawals. In certain limited circumstances, you
may be taxed on all or a portion of a withdrawal during the first 15 contract
years even if total withdrawals do not exceed total premiums paid to date. The
proceeds of any loan will be treated as indebtedness of the owner and will not
be treated as taxable income.

If the Contract is classified as a Modified Endowment Contract, amounts you
receive under the Contract before the insured's death, including loans and
withdrawals (even those made during the two year period before the Contract
became a Modified Endowment Contract), are included in income to the extent of
gain in the Contract. In addition, any taxable income on pre-death distributions
is subject to a penalty of 10% of the amount includible in income unless the
amount is received on or after age 591/2, on account of your becoming
disabled, or as a life annuity.

<PAGE>

A Contract may be classified as a Modified Endowment Contract under various
circumstances. For example, low face amount Contracts issued on younger insureds
may be classified as a Modified Endowment Contract even though the Contract
owner pays only the Scheduled Premiums or even less than the Scheduled Premiums.
Before purchasing such a Contract, you should understand the tax treatment of
pre-death distributions and consider the purpose for which the Contract is being
purchased. Generally, a Contract may be classified as a Modified Endowment
Contract if premiums in excess of Scheduled Premiums are paid or the face amount
of insurance is decreased, or if the face amount of insurance is increased, or
if a rider is added or removed from the Contract. You should consult your tax
adviser before making any of these policy changes.

WITHHOLDING

The taxable portion of any amounts received under the Contract will be subject
to withholding to meet federal income tax obligations if you fail to elect that
no taxes will be withheld or in certain other circumstances.

OTHER TAX CONSEQUENCES

There may be federal estate taxes and state and local estate and inheritance
taxes payable if either the owner or the insured dies. The transfer or
assignment of the Contract to a new owner may also have tax consequences. The
individual situation of each Contract owner or beneficiary will be significant.

OTHER CONTRACT PROVISIONS

There are several other Contract provisions that are of less significance to you
than those already described in detail, either because they relate to options
that you may choose under the Contract but are not likely to exercise for
several years after you first purchase it, or because they are of a routine
nature not likely to influence your decision to buy the Contract. These
provisions are summarized in the EXPANDED TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION on page 35, and described in greater detail in the
statement of additional information.

FURTHER INFORMATION ABOUT THE FUND

RISK/RETURN SUMMARIES

This section provides information about the Conservative Balanced and Flexible
Managed Portfolios, including a summary of the principal investment risks
associated with each.

CONSERVATIVE BALANCED PORTFOLIO

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is A TOTAL INVESTMENT RETURN CONSISTENT WITH A
CONSERVATIVELY MANAGED DIVERSIFIED PORTFOLIO. This Portfolio is appropriate for
an investor desiring diversification with a relatively lower risk of loss than
that associated with the Flexible Managed Portfolio (see below). To achieve our
objective, we invest in a mix of money market instruments, debt obligations and
common stocks. Up to 30% of the Portfolio's total assets may be invested in
foreign securities. While we make every effort to achieve our objective, we
can't guarantee success.

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. Common stocks
are subject to MARKET RISK stemming from factors independent of any particular
security. Investment markets fluctuate. All markets go through cycles and market
risk involves being on the wrong side of a cycle. Factors affecting market risk
include political events, broad economic and social changes, and the mood of the
investing public. You can see market risk in action during large drops in the
stock market. If investor sentiment turns gloomy, the price of all stocks may
decline. It may not matter that a particular company has great profits and its
stock is selling at a relatively low price. If the overall market is dropping,
the values of all stocks are likely to drop.

Since the Portfolio also invests in debt obligations, there is the risk that the
value of a particular obligation could decrease. Debt obligations may involve
CREDIT RISK--the risk that the borrower will not repay an obligation, and MARKET
RISK--the risk that interest rates may change and affect the value of the
obligation.

<PAGE>

The Portfolio's investment in foreign securities involves additional risks. For
example, foreign banks and companies generally are not subject to regulatory
requirements that U.S. banks and companies are. Foreign political developments
and changes in currency rates may adversely affect the value of foreign
securities.

There is also risk involved in the investment strategies we may use. Some of our
strategies require us to try to predict whether the price or value of an
underlying investment will go up or down over a certain period of time. There is
always the risk that investments will not perform as we thought they would. Like
any mutual fund, an investment in the Portfolio could lose value, and you could
lose money. For more information about risk, see "Investment Risks."

EVALUATING PERFORMANCE

A number of factors - including risk - affect how the Portfolio performs. The
following bar chart and table show the Portfolio's performance for each full
calendar year of operation for the last 10 years. They demonstrate the risk of
investing in the Portfolio and how returns can change. Past performance does not
mean that the Portfolio will achieve similar results in the future.

- --------------------------------------------------------------------------------
Annual Returns *
============================================================================----
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------

INSERT BAR CHART

Best Quarter: ___% (__ quarter of 19__) Worst Quarter: __% (__ quarter of 19__)

*THESE ANNUAL RETURNS DO NOT INCLUDE CONTRACT CHARGES. IF CONTRACT CHARGES WERE
INCLUDED, THE ANNUAL RETURNS WOULD BE LOWER THAN THOSE SHOWN. SEE THE
ACCOMPANYING CONTRACT PROSPECTUS.
- --------------------------------------------------------------------------------

Average Annual Returns *
1 YEAR 5 YEARS 10 YEARS SINCE
INCEPTION
Portfolio shares (5/13/83)
S&P 500**
Lipper Average***

*THE PORTFOLIO'S RETURNS ARE AFTER DEDUCTION OF EXPENSES. RETURNS ARE SHOWN FOR
CLASS I, THE CLASS AVAILABLE UNDER THE CONTRACT.

** THE STANDARD & POOR'S 500 STOCK INDEX (S&P 500 ) - AN UNMANAGED INDEX OF 500
STOCKS OF LARGE U.S. COMPANIES - GIVES A BROAD LOOK AT HOW STOCK PRICES HAVE
PERFORMED. THESE RETURNS DO NOT INCLUDE THE EFFECT OF ANY INVESTMENT MANAGEMENT
EXPENSES. THESE RETURNS WOULD BE LOWER IF THEY INCLUDED THE EFFECT OF THESE
EXPENSES. S&P 500 RETURN SINCE THE INCEPTION DATE IS __%. SOURCE: LIPPER, INC.

*** THE LIPPER/VARIABLE INSURANCE PRODUCES (VIP) BALANCED AVERAGE IS CALCULATED
BY LIPPER ANALYTICAL SERVICES, INC. AND REFLECTS THE INVESTMENT RETURN OF
CERTAIN PORTFOLIOS UNDERLYING VARIABLE LIFE AND ANNUITY PRODUCTS. THE RETURNS
ARE NET OF INVESTMENT FEES AND FUND EXPENSES BUT NOT PRODUCT CHARGES.

FLEXIBLE MANAGED PORTFOLIO

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is A TOTAL INVESTMENT RETURN CONSISTENT WITH AN
AGGRESSIVELY MANAGED DIVERSIFIED PORTFOLIO. This Portfolio is appropriate for an
investor desiring diversification who is willing to accept a relatively high
level of loss in an effort to achieve greater appreciation. To achieve our
objective, we invest in a mix of money market instruments, debt obligations and
common stocks. Up to 30% of the Portfolio's total assets may be invested in
foreign securities. While we make every effort to achieve our objective, we
can't guarantee success.

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. Since the
Portfolio invests a in debt obligations, there is the risk that the value of a
particular obligation could decrease. Debt obligations may involve CREDIT
RISK--the risk that

<PAGE>

the borrower will not repay an obligation, and MARKET RISK--the risk that
interest rates may change and affect the value of the obligation.

A substantial portion of the Portfolio's assets may also be invested in equity
securities. Common stocks are subject to MARKET RISK stemming from factors
independent of any particular security. Investment markets fluctuate. All
markets go through cycles and market risk involves being on the wrong side of a
cycle. Factors affecting market risk include political events, broad economic
and social changes and the mood of the investing public. If investor sentiments
turn gloomy, the price of all stocks may decline. It may not matter that a
particular company has great profits and its stock is selling at a relatively
low price. If the overall market is dropping, the value of all stocks are likely
to drop.

The Portfolio's investment in foreign securities involves additional risks. For
example, foreign banks and companies generally are not subject to the same types
of regulatory requirements that U.S. banks and companies are. Foreign political
developments and changes in currency rates may adversely affect the value of
foreign securities.

EVALUATING PERFORMANCE

INSERT BAR CHART

Best Quarter: ___% (__ quarter of 19__) Worst Quarter: __% (__ quarter of 19__)

* THESE ANNUAL RETURNS DO NOT INCLUDE CONTRACT CHARGES. IF CONTRACT CHARGES WERE
INCLUDED, THE ANNUAL RETURNS WOULD BE LOWER THAN THOSE SHOWN. SEE THE
ACCOMPANYING CONTRACT PROSPECTUS.
- --------------------------------------------------------------------------------

Average Annual Returns (Class I shares)*
================================================================================
1 YEAR 5 YEARS 10 YEARS SINCE
INCEPTION
Portfolio shares
S&P 500**
Lipper Average***

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

*THE PORTFOLIO'S RETURNS ARE AFTER DEDUCTION OF EXPENSES. RETURNS ARE SHOWN FOR
CLASS I, THE CLASS AVAILABLE UNDER THE CONTRACT.

** THE STANDARD & POOR'S 500 STOCK INDEX (S&P 500) - AN UNMANAGED INDEX OF 500
STOCKS OF LARGE U.S. COMPANIES - GIVES A BROAD LOOK AT HOW STOCK PRICES HAVE
PERFORMED. THESE RETURNS DO NOT INCLUDE THE EFFECT OF ANY INVESTMENT MANAGEMENT
EXPENSES. THESE RETURNS WOULD BE LOWER IF THEY INCLUDED THE EFFECT OF THESE
EXPENSES. S&P 500 RETURN SINCE THE INCEPTION DATE IS __%. SOURCE: LIPPER, INC.

***THE LIPPER VARIABLE INSURANCE PRODUCTS (VIP) FLEXIBLE AVERAGE IS CALCULATED
BY LIPPER ANALYTICAL SERVICES, INC. AND REFLECTS THE INVESTMENT RETURN OF
CERTAIN PORTFOLIOS UNDERLYING VARIABLE LIFE AND ANNUITY PRODUCTS. THE RETURNS
ARE NET OF INVESTMENT FEES AND FUND EXPENSES BUT NOT PRODUCT CHARGES.

<PAGE>

HOW THE PORTFOLIOS INVEST

CONSERVATIVE BALANCED PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Portfolio is to seek A TOTAL INVESTMENT RETURN
CONSISTENT WITH A CONSERVATIVELY MANAGED DIVERSIFIED PORTFOLIO.

- --------------------------------------------------------------------------------
BALANCED PORTFOLIO

We invest in all three types of securities - equity, debt and money market - in
order to achieve diversification in a single portfolio. We seek to maintain a
conservative blend of investments that will have strong performance in a down
market and solid, but not necessarily outstanding, performance in up markets.
This Portfolio is appropriate for an investor looking for diversification with
less risk than that of the Flexible Managed Portfolio while recognizing that
this reduces the chances of greater appreciation.
- --------------------------------------------------------------------------------

To achieve our objective, we invest in a mix of money market instruments, debt
securities and common stocks. We adjust the percentage of Portfolio assets in
each category depending on our expectations regarding the different markets.
While we make every effort to achieve our objective, we can't guarantee success.

DEBT SECURITIES in general are basically written promises to repay a debt. There
are numerous types of debt securities which vary as to the terms of repayment
and the commitment of other parties to honor the obligations of the issuer. Most
of the securities in the debt portion of this Portfolio will be rated
"investment grade." This means major rating services, like Standard & Poor's
Ratings Group (S&P) or Moody's Investors Service, Inc. (Moody's), have rated the
securities within one of their four highest rating categories.

The Portfolio may also invest in lower rated securities, which are riskier and
considered speculative. These securities are sometimes referred to as "junk
bonds" We may also invest in instruments that are not rated, but which we
believe are of comparable quality to the instruments described above.

Up to 20% of the Portfolio's total assets may be invested in debt securities
that are issued outside of the U.S. by foreign or U.S. issuers provided the
securities are denominated in U.S. dollars. The Portfolio may also invest up to
30% of its total assets in FOREIGN EQUITY and DEBT SECURITIES. For these
purposes, we do not consider American Depository Receipts (ADRs) as foreign
securities. (ADRs are certificates representing the right to receive foreign
securities that have been deposited with a U.S. bank or a foreign branch of a
U.S. bank.)

The stock portion of the Portfolio will be invested mainly in equity securities
of major, established corporations which we believe are in sound financial
condition and offer better total returns than broad based market indexes. The
Portfolio may also invest in EQUITY-RELATED SECURITIES, such as bonds, corporate
notes, warrants and rights, that we can convert into a company's common stock or
some other equity security. The Portfolio may also acquire preferred stock -
another equity-related security - which may be rated below investment grade.

The money market portion of the Portfolio will be invested in high-quality money
market instruments. We manage this portion of the Portfolio to comply with
specific rules designed for money market mutual funds. We will not acquire any
security with a remaining maturity exceeding thirteen months, and we will
maintain a dollar-weighted average portfolio of 90 days or less. (Weighted
average maturity is calculated by adding the maturities of all the bonds in a
portfolio and dividing by the number of bonds on a weighted basis.)

In addition, with respect to the money market portion of the Portfolio, we will
comply with the diversification, quality and other regulatory requirements. This
means, generally, that the instruments that we purchase present "minimal credit
risk" and are of "eligible quality." "Eligible quality" for this purpose means a
security: (i) rated in one of the two highest short-term rating categories by at
least two major rating services or, if only one major rating service has rated
the security, as rated by that service; or (ii) if unrated, of comparable
quality as we determine.

In response to adverse market, conditions or when restructuring the Portfolio,
we may temporarily invest up to 100% of the Portfolio's total assets in money
market instruments. Investing heavily in these securities limits our ability to

<PAGE>

achieve capital appreciation, but can help to preserve the value of the
Portfolio's assets when the markets are unstable.

We may also invest in loans arranged through private negotiations between a
corporation which is the borrower and one or more financial institutions that
are the lenders. Generally, these types of investments are in the form of LOAN
PARTICIPATIONS. In loan participations, the Portfolio will have a contractual
relationship with the lender but not with the borrower. This means the Portfolio
will only have rights to principal and interest received by the lender. It not
be able to enforce compliance by the borrower with the terms of the loan and may
not have a right to any collateral securing the loan. If the lender becomes
insolvent, the Portfolio may be treated as a general creditor and not benefit
from any set-off between the lender and the borrower.

The Portfolio may also enter into REPURCHASE AGREEMENTS. In a repurchase
transaction, the Portfolio agrees to purchase certain securities and the seller
agrees to repurchase the very same securities at an agreed upon price on a
specified date. This creates a fixed return for the Portfolio. The Portfolios
may participate in a JOINT REPURCHASE account under an order obtained from the
SEC. In a joint repurchase transaction, uninvested cash balances of the various
Portfolios are added together and invested in one or more repurchase agreements.
Each Portfolio receives a portion of the income earned in the joint account
based on the percentage of its investment.

In general, we will invest within the ranges shown below:

ASSET TYPE MINIMUM NORMAL MAXIMUM
---------- ------- ------ -------

Stocks 15% 35% 50%

Debt obligations and 25% 65% 85%
Money Market Securities

We will vary how much of the Portfolio's assets are invested in a type of
security depending how we think the different markets will perform. Under normal
conditions, we intend to keep at least 25% of the Portfolio's total assets
invested in senior debt securities.

DERIVATIVES AND OTHER STRATEGIES

We may also use alternative investment strategies - including DERIVATIVES - to
try to improve the Portfolio's returns or protect its assets, although we cannot
guarantee these strategies will work, that the instruments necessary to
implement these strategies will be available or that the Portfolio will not lose
money. With derivatives, we try to predict whether the underlying investment - a
security, market index, currency, interest rate or some other benchmark - will
go up or down at some future date. We may use derivatives to try to reduce risk
or to increase return consistent with the Portfolio's overall investment
objective.

We may: purchase and sell OPTIONS on equity securities, debt securities, stock
indexes and foreign currencies; purchase and sell stock index, interest rate and
foreign currency FUTURES CONTRACTS and options on those contracts; enter into
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS; and purchase securities on a
WHEN-ISSUED or DELAYED-DELIVERY basis.

The Portfolio may also enter into SHORT SALES. In a short sale we sell a
security we do not own to take advantage of an anticipated decline in the
stock's price. The Portfolio borrows the stock for delivery and if it can buy
the stock later at a lower price, a profit results. The Portfolio may also enter
into SHORT SALES AGAINST-THE-BOX which means it owns securities identical to
those sold short.

We may also use INTEREST RATE SWAPS in the management of the Portfolio. In an
interest rate swap the Portfolio and another party agree to exchange interest
payments. For example, the Portfolio may wish to exchange a floating rate of
interest for a fixed rate. We would enter into this type of a swap if we think
interest rates are going down.

We will consider other factors (such as cost) in deciding whether to employ any
particular strategy or use any particular instrument. Any derivatives we use may
not match the Portfolio's underlying holdings. For more information about these
strategies, see the SAI, "Description of the Portfolios, their Investments and
Risks - Risk Management and Return Enhancement Strategies."

<PAGE>

ADDITIONAL STRATEGIES

The Portfolio also follows certain policies when it BORROWS MONEY (the Portfolio
may borrow up to 5% of the value of its total assets); LENDS ITS SECURITIES; and
holds ILLIQUID SECURITIES (the Portfolio may hold up to 15% of its net assets in
illiquid securities, including securities with legal or contractual
restrictions, those without a readily available market and repurchase agreements
with maturities longer than 7 days). The Portfolio is subject to certain
investment restrictions that are fundamental policies, which means they cannot
be changed without shareholder approval. For more information about these
restrictions, see the SAI.

FLEXIBLE MANAGED PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of this Portfolio is to seek A HIGH TOTAL RETURN
CONSISTENT WITH AN AGGRESSIVELY MANAGED DIVERSIFIED PORTFOLIO.

- --------------------------------------------------------------------------------
BALANCED PORTFOLIO

We invest in all three types of securities - equity, debt and money market - in
order to achieve diversification in a single portfolio. We seek to maintain a
more aggressive mix of investments than the Conservative Balanced Portfolio.
This Portfolio is appropriate for an investor looking for diversification who is
willing to accept a relatively high level of loss in an effort to achieve
greater appreciation.
- --------------------------------------------------------------------------------

Generally, we will invest within the ranges shown below:

ASSET TYPE MINIMUM NORMAL MAXIMUM
---------- ------- ------ -------

Stocks 25% 60% 100%

Fixed Income Securities 0% 40% 75%
Money Market Securities 0% 0% 75%

Most of the securities in the debt portion of this Portfolio will be investment
grade, however, we may also invest up to 25% of this portion of the Portfolio in
debt securities rated as low as BB, Ba or lower by a major rating service at the
time they are purchased. These high-yield or "junk bonds" are riskier and
considered speculative. We may also invest in instruments that are not rated,
but which we believe are of comparable quality to the instruments described
above.

Up to 20% of the Portfolio's total assets may be invested in debt securities
that are issued outside the U.S. by foreign or U.S. issuers provided the
securities are denominated in U.S. dollars. The Portfolio may also invest up to
30% of its total assets in FOREIGN EQUITY AND DEBT SECURITIES. For these
purposes, we do not consider ADR as foreign securities.

The stock portion of the Portfolio will be invested mainly in equity securities
of smaller capitalization companies and major corporations which we believe are
in sound financial condition. In determining which small capitalization
securities to acquire we will look for those that have above-average
profitability with modest price/earnings ratios or whose worth is undervalued
relative to other stocks in the market.

The Portfolio may also invest in EQUITY-RELATED SECURITIES, such as bonds,
corporate notes, warrants and rights, that we can convert into a company's
common stock or some other equity security. The Portfolio may also acquire
preferred stock - another equity-related security - which may be rated below
investment grade.

The Portfolio may also invest in LOAN PARTICIPATIONS.

<PAGE>

The money market portion of the Portfolio will be invested in high-quality money
market instruments. In response to adverse market conditions or when we are
restructuring the Portfolio, we may temporarily invest up to 100% of the
Portfolio's assets in money market instruments. Investing heavily in these
securities limits our ability to achieve capital appreciation, but can help to
preserve the Portfolio's assets when the markets are unstable.

DERIVATIVES AND OTHER STRATEGIES

We may: enter into REPURCHASE agreements; purchase and sell OPTIONS on equity
securities, debt securities, stock indexes, and foreign currencies; purchase and
sell stock index, interest rate and foreign currency FUTURES CONTRACTS and
options on those contracts; enter into FORWARD FOREIGN CURRENCY EXCHANGE
CONTRACTS; purchase securities on a WHEN-ISSUED or DELAY-DELIVERY basis; and use
INTEREST RATE SWAPS. The Portfolio may also enter into SHORT SALES
AGAINST-THE-BOX.

ADDITIONAL STRATEGIES

<PAGE>

INVESTMENT RISKS

As noted, all investments involve risk, and investing in the Portfolios is no
exception. This chart outlines the key risks and potential rewards of the
principal investments each Portfolio may make.

<TABLE>
<CAPTION>
INVESTMENT TYPE RISKS POTENTIAL REWARDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
HIGH-QUALITY MONEY MARKET o Credit risk-the risk that the borrower o Regular interest income
OBLIGATIONS OF ALL TYPES can't pay back the money borrowed
o May be more secure than stock and equity
o Market risk - the risk that the securities since corporate issuers must
obligations may lose value because pay their debts before they pay their
interest rates change or there is a lack dividends
of confidence in the borrower

- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY AND EQUITY RELATED o Individual stocks could lose value o Historically, stocks have outperformed
SECURITIES other investments over the long term
o The equity markets could go down,
resulting in a decline in value of the o Generally, economic growth means higher
Portfolio's investments corporate profits, which leads to an
increase in stock prices, known as
o Companies that pay dividends may not do capital appreciation
so if they don't have profits or
adequate cash o May be a source of dividend income

o Changes in economic or political
conditions, both U.S. and international,
may result in a decline in the value of
the Portfolio's investments

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

</TABLE>

<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT GRADE DEBT SECURITIES o The Portfolio's holdings, share price, o Bonds have generally outperformed money
yield, and total return may fluctuate in market instruments over the long term
response to bond market movements with less risk than stocks

o Credit risk - the default of an issuer o Most bonds will rise in value when
would leave the Portfolio with unpaid interest rates fall
interest or principal The lower a bond's
quality, the higher its potential for o Regular interest income
volatility
o Investment grade bonds have a lower risk
o Market risk - the risk that the market of default
value of an investment may move up or
down, sometimes rapidly or o Generally more secure than stock since
unpredictably. Market risk may affect an companies must pay their debts before
industry, sector, or the market as a paying stockholders
whole

o Interest rate risk - the value of most
bonds will fall when interest rates
rise; the longer a bond's maturity and
the lower its credit quality, the more
its value typically falls. It can lead
to price volatility

- ------------------------------------------------------------------------------------------------------------------------------------
HIGH YIELD DEBT SECURITIES o Higher market risk o May offer higher interest income than
(JUNK BONDS) higher quality debt securities
o Higher credit risk

o May be more illiquid (harder to value
and sell), in which case valuation would
depend more on the investment adviser's
judgment than is generally the case with
higher rated securities

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

</TABLE>

<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FOREIGN o Foreign markets, economies and political o Investors can participate in the growth
SECURITIES; systems may not be as stable as the U.S. of foreign markets and companies
OPTIONS AND FUTURES ON operating in those markets
FOREIGN CURRENCIES o Currency risk - changing values of
foreign currencies o Changing value of foreign currencies

o May be less liquid than U.S. stocks and o Opportunities for diversification
bonds

o Differences in foreign laws, accounting
standards and public information,
custody and settlement practices

o Year 2000 conversion may be more of a
problem for some foreign issuers

- ------------------------------------------------------------------------------------------------------------------------------------
o Derivatives , such as futures, options o The Portfolio could make money and
DERIVATIVES-- and foreign currency forward contracts, protect against losses if the investment
may not fully offset the underlying analysis proves correct.
OPTIONS ON EQUITY SECURITIES, positions and this could result in
DEBT SECURITIES, STOCK INDEXES, losses to the Portfolio that would not o Derivatives that involves leverage could
FUTURES CONTRACTS ON STOCK have otherwise occurred generate substantial gains at low cost
INDEXES, DEBT SECURITIES AND
INTEREST RATE INDEXES, o Derivatives used for risk management may o One way to managed the Portfolio's
INTEREST RATE SWAPS not have the intended effects and may risk/return balance is to lock in the
result in losses or missed opportunities value of an investment ahead of time.

o The other party to a derivatives
contract could default

o Derivatives that involve leverage could
magnify losses

o Certain types of derivatives involve
costs to the Portfolio that can reduce
returns

- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID SECURITIES o May be difficult to value and sell; o May offer a more attractive yield than
(UP TO 15% OF NET ASSETS) could result in losses liquid securities
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LOAN PARTICIPATIONS o Credit risk o May offer right to receive principal,
interest and fees without as much risk
o Market risk as lender

o Portfolio has no rights against the
borrower in the event borrower does not
pay loan back

- ------------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND o Use of such instruments and strategies o Use of instruments may magnify
DELAYED DELIVERY may magnify underlying investment losses underlying investment gains
SECURITIES, REVERSE
REPURCHASE o Investment costs may exceed potential
AGREEMENTS AND SHORT SALES underlying investment gains

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

</TABLE>

<PAGE>

HOW THE PORTFOLIOS ARE MANAGED

Prudential is the investment manager of the Fund. Prudential has entered into a
Service Agreement with its wholly-owned subsidiary, The Prudential Investment
Corporation ("PIC"), which provides that PIC will furnish to Prudential such
services as Prudential may require in connection with the performance of its
obligations under an Investment Advisory Agreement with the Fund. One of PIC's
business groups is Prudential Investments.

The investment advisory fee paid in 1998 for the Conservative Balanced Portfolio
was _____% of the average net assets of the Portfolio. For the Flexible Managed
Portfolio, the fee paid in 1998 was ____% of the average net assets of the
Portfolio.

The Portfolios are managed by a team of portfolio managers. Mark Stumpp, Senior
Managing Director of Prudential Investments, a division of Prudential, has been
the lead portfolio manager of the Portfolios since 1994 and is responsible for
the overall asset allocation decisions. Mr. Stumpp has supervisory
responsibility of the portfolio management team.

Warren Spitz, Managing Director of Prudential Investments, has been a portfolio
manager of the Portfolios since 1995 and manages a portion of each Portfolio's
equity holdings.

Tony Rodriguez, Managing Director of Prudential Investments, has been a
portfolio manager of the Portfolios since 1993 and is responsible for the debt
portion of the Portfolios.

John Moschberger, CFA and Vice President of Prudential Investments, manages the
portions of each Portfolio designed to duplicate the performance of the S&P 500
Index. Mr. Moschberger joined Prudential in 1980 and has been a portfolio
manager since 1986.

PURCHASE AND SALE OF FUND SHARES

The Fund offers two classes of shares in each Portfolio: Class I and Class II.
Class I shares are sold only to separate accounts of Prudential and its
affiliates as investment options under certain contracts, including the Contract
offered by this prospectus. Class II is offered only to separate accounts of
non-Prudential insurance companies as investment options under certain of their
contracts.

When the Account purchases or sells shares of a Portfolio, the price it will pay
or receive, as the case may be, is based on the share's value. This is known as
the net asset value or NAV. The NAV of each share class of each Portfolio is
determined once a day - at 4:15 p.m. New York Time on each day the New York
Stock Exchange is open for business. If the New York Stock Exchange closes early
on a day, the Portfolios' NAVs will be calculated some time between the closing
time and 4:15 p.m. on that day.

The NAV for each of the Portfolios is determined by a simple calculation. It's
the total value of a Portfolio (assets minus liabilities) divided by the total
number of shares outstanding.

To determine a Portfolio's NAV, its holdings are valued as follows:

EQUITY SECURITIES are generally valued at the last sale price on an exchange or
NASDAQ, or if there is not sale, at the mean between the most recent bid and
asked prices on that day. If there is no asked price, the security will be
valued at the bid price. Equity securities that are not sold on an exchange or
NASDAQ are generally valued by an independent pricing agent or principal market
maker.

SHORT- TERM DEBT SECURITIES with remaining maturities of 12 months or less held
by the Conservative Balanced and Flexible Managed Portfolios are valued on an
amortized cost basis. This valuation method is widely used by mutual funds. It
means that the security is valued initially at its purchase price and then
decreases in value by equal amounts each day until the security matures. It
almost always results in a value that is extremely close to the actual market
value. The Fund's Board of Directors has established procedures to monitor
whether any material deviation between valuation and market value occurs and if
so, will promptly consider what action, if any, should be taken to prevent
unfair results to Contract owners.

OTHER DEBT SECURITIES - those that are not valued on an amortized costs basis -
are valued using an independent pricing service.

OPTIONS ON STOCK AND STOCK INDEXES that are traded on an national securities
exchange are valued at the average of the bid and asked prices as of the close
of that exchange.

<PAGE>

FUTURES CONTRACTS and OPTIONS ON FUTURES CONTRACTS are valued at the last sale
price at the close of the commodities exchange or board of trade on which they
are traded. If there has been no sale that day, the securities will be valued at
the mean between the most recently quoted bid and asked prices on that exchange
or board of trade.

SECURITIES FOR WHICH NO MARKET QUOTATIONS ARE AVAILABLE will be valued at fair
value by Prudential under the direction of the Fund's Board of Directors.

OTHER FUND INFORMATION

DISTRIBUTOR

Prudential Investment Management Services LLC ("PIMS") distributes the Fund's
shares under a Distribution Agreement with the Fund.

MONITORING FOR POSSIBLE CONFLICTS

The Fund sells its shares to fund variable life insurance contracts and variable
annuity contracts and may offer its shares to qualified retirement plans.
Because of differences in tax treatment and other considerations, it is possible
that the interest of variable life insurance contract owners, variable annuity
contract owners and participants in qualified retirement plans could conflict.
The Fund will monitor the situation and in the event that a material conflict
did develop, the Fund would determine what action, if any, to take in response.

STATE REGULATION

Pruco Life is subject to regulation and supervision by the Department of
Insurance of the State of Arizona, which periodically examines its operations
and financial condition. It is also subject to the insurance laws and
regulations of all jurisdictions in which it is authorized to do business.

Pruco Life is required to submit annual statements of its operations, including
financial statements, to the insurance departments of the various jurisdictions
in which it does business to determine solvency and compliance with local
insurance laws and regulations.

In addition to the annual statements referred to above, Pruco Life is required
to file with Arizona and other jurisdictions a separate statement with respect
to the operations of all its variable contract accounts, in a form promulgated
by the National Association of Insurance Commissioners.

EXPERTS

The financial statements included in this prospectus for the years ended
December 31, 1998, December 31, 1997, and December 31, 1996 have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in their reports
appearing herein. Pruco Life is relying on PricewaterhouseCoopers' reports,
which are given on their authority as accounting and auditing experts.
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

Pruco Life, as a wholly-owned subsidiary of Prudential, utilizes many of the
same business applications, infrastructure and business partners as Prudential.
Prudential has addressed the Year 2000 issue on an enterprise-wide basis.
Therefore, it is not possible to differentiate Pruco Life's Year 2000 issue from
that of Prudential. The accompanying discussion of the Year 2000 issue reflects
steps taken by Prudential to mitigate the Year 2000 risks.

<PAGE>

The services provided to the Contract owners by Prudential depend on the smooth
functioning of its computer systems. The year 2000, however, holds the potential
for significant disruption in the operation of these systems. Many computer
systems are programmed to recognize only the last two digits in a date. As a
result, any computer system that has date-sensitive programming may recognize a
date using "00" as the year 1900 rather than the year 2000. This problem can
affect non-information technology systems that include embedded technology, such
as microprocessors included in "infrastructure" equipment used for
telecommunications and other services as well as computer systems. If this
anomaly is not corrected, the year "00" could cause systems to perform date
comparisons and calculations incorrectly which could in turn affect the accuracy
and compromise the integrity of business records. Business operations could be
interrupted when companies are unable to process transactions, send invoices, or
engage in similar normal business activities.

Prudential established a Company-wide Program Office (CPO) to develop and
coordinate an operating framework for the Year 2000 compliance activities.
Prudential's CPO structured the Year 2000 program into three major components:
Business Applications, Infrastructure and Business Partners. The CPO also
established quality assurance procedures including a certification process to
monitor and evaluate enterprise-wide progress of each component of Prudential's
program for conversion and upgrading of systems for Year 2000 compliance.

BUSINESS APPLICATIONS

The scope of the Business Applications component includes a wide range of
computer systems that directly support Prudential's business operations and
accounting systems. The entire application portfolio was analyzed in 1996 to
determine appropriate Year 2000 readiness strategies (i.e., renovate, replace or
retire). Rigorous testing standards have been employed for all applications that
will not be retired, including those that are newly developed or purchased.
Application replacement and renovation projects follow a similar path toward
Year 2000 compliance. The key project phases include Year 2000 analysis and
design, programming activities, testing, and implementation. Replacement
projects are also tracked until the existing applications are removed from
production.

Of Prudential's total application portfolio, approximately 70% of the
applications are being renovated, 13% are being replaced by Year 2000 compliant
systems, and the remaining 17% are being retired from production. At December
31, 1998, the percentage of business applications (based on application count)
in the implementation phase for Year 2000 compliance for renovation, replacement
and retirement are 99%, 96% and 99%, respectively. The interim target date for
completing renovations and retirements is March 1999, with an overall completion
date for Business Applications of June 1999.

INFRASTRUCTURE

The scope of Prudential's Year 2000 Infrastructure initiatives include mainframe
computer system hardware and operating system software, mid-range systems and
servers, telecommunications equipment, buildings and facilities systems,
personal computers, and vendor hardware and software.

Although there are minor differences among these various components, the
approach to Year 2000 readiness for Infrastructure generally involves phases
identified as inventory, assessment, remediation activities (e.g., upgrading
hardware or software), testing and implementation. The interim target date for
completion of certain Infrastructure components is March 1999 with an overall
completion date for Infrastructure of June 1999.

BUSINESS PARTNERS

Prudential's approach to business partner readiness includes classification of
each partner's status as "highly critical" or "less critical" and the
development of contingency plans to address the potential that a business
partner could experience a Year 2000 failure. Approximately 30% of our business
partners have been identified as highly critical and the remaining 70% as less
critical. Project phases include inventory, risk assessment, and contingency
planning activities. All project phases for highly critical business partner
readiness were achieved in December 1998; we have an overall completion date for
less critical business partner readiness of June 1999.

THE COST OF YEAR 2000 READINESS

Prudential is funding the Year 2000 program from operating cash flows. Some of
the expenses of Prudential's Year 2000 readiness are allocated across its
various businesses and subsidiaries, including those businesses not engaged in
providing services to Contract owners. Accordingly, while the expense is
substantial in the aggregate, it is not expected to have a material impact on
Prudential's ability to meet its contractual commitments to Contract owners.

<PAGE>

YEAR 2000 RISKS AND CONTINGENCY PLANNING

The major portion of Prudential's transactions are of such volume that they can
only be effectively processed through the use of automated systems. Therefore,
substantially all of Prudential's contingency plans include the ultimate
resolution of any causative technology failures that may be encountered.

Prudential believes that the Business Application, Infrastructure and Business
Partners components of the Year 2000 project are substantially on schedule.
While management expects that a small number of the projects may not meet their
targeted completion date, it is anticipated that these projects will be
completed by September 1999 so that any delays, if experienced, would not have a
significant impact on the timing of the project as a whole. During the course of
the Year 2000 program, some discretionary technology projects have been delayed
in favor of the completion of Year 2000 projects. However, this impact has been
minimized by Prudential's strategic decision to outsource most of the Year 2000
renovation work.

While Prudential and its subsidiaries believe that they are well positioned to
mitigate its Year 2000 issue, this issue, by its nature contains inherent
uncertainties, including the uncertainty of Year 2000 readiness of third
parties. Consequently, Prudential is unable to determine at this time whether
the consequences of Year 2000 failures will have a material adverse effect on
the results of operations, liquidity or financial condition. In the worst case,
it is possible that any technology failure, including an internal or external
Year 2000 failure, could have a material impact on Prudential's results of
operations, liquidity, or financial position.

Prudential is enhancing existing business contingency plans to mitigate Year
2000 risk. Current contingency plans include planned responses to the failure of
specific business applications or infrastructure components. These responses are
being reviewed and expected to be finalized by June 1999 to ensure that they are
workable under the special conditions of a Year 2000 failure. The plans are also
being updated to reduce the level of uncertainty about the Year 2000 problem
including readiness of Prudential's Business Partners.

The discussion of the Year 2000 Issue herein, and in particular Prudential's
plans to remediate this issue and the estimated costs thereof, are
forward-looking in nature.

EXPANDED TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

Included in the registration statements for the Contracts and the Fund is a
statement of additional information which is available without charge by writing
to Pruco Life at 213 Washington Street, Newark, New Jersey 07102-2992. The
following table of contents of that Statement provides a brief summary of what
is included in each section.

I. MORE DETAILED INFORMATION ABOUT THE CONTRACT.

SALES LOAD UPON SURRENDER. A description is given of exactly how Pruco Life
determines the amount of the part of the sales load that is imposed only
upon surrenders or withdrawals during the first 10 Contract years.

REDUCTION OF CHARGES FOR CONCURRENT SALES TO SEVERAL INDIVIDUALS. Where the
Contract is sold at the same time to several individuals who are members of
an associated class and Pruco Life's expenses will be reduced, some of the
charges under those Contracts may be reduced.

PAYING PREMIUMS BY PAYROLL DEDUCTION. Your employer may pay monthly
premiums for you with deductions from your salary.

UNISEX PREMIUMS AND BENEFITS. In some states and under certain
circumstances, premiums and benefits will not vary with the sex of the
insured.

HOW THE DEATH BENEFIT WILL VARY. A description is given of exactly how the
death benefit may increase to satisfy Internal Revenue Code requirements.

WITHDRAWAL OF EXCESS CASH SURRENDER VALUE. If the Contract Fund value is
high enough you may be able to withdraw part of the cash surrender value
while keeping the Contract in effect. There will be a transaction charge.
The death benefit will change. There may be tax consequences. You should
consult your Pruco Life representative to discuss whether a withdrawal or a
loan is preferable.

TAX TREATMENT OF CONTRACT BENEFITS. A fuller account is provided of how
Contract owners may be affected by federal income taxes.

<PAGE>

SALE OF THE CONTRACT AND SALES COMMISSIONS. The Contract is sold primarily
by agents of Prudential who are also registered representatives of one of
its subsidiaries, Pruco Securities Corporation, a broker and dealer
registered under the Securities and Exchange Act of 1934. Generally,
selling agents receive a commission of 50% of the Scheduled Premium in the
first year, no more than 6% of the Scheduled Premiums for the second
through tenth years and smaller commissions thereafter.

RIDERS. Various extra fixed-benefits may be obtained for an extra premium.
They are described in what are known as "riders" to the Contract.

OTHER STANDARD CONTRACT PROVISIONS. The Contract contains several
provisions commonly included in all life insurance policies. They include
provisions relating to beneficiaries, misstatement of age or sex, suicide,
assignment, incontestability, and settlement options.

II. INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS.

General
Convertible Securities
Warrants
Foreign Securities
Options on Stock and Debt Securities
Risks of Transactions in Options on Equity and Debt Securities
Options on Stock Indexes
Options on Foreign Currencies
Futures Contracts and Options on Futures Contracts
Forward Foreign Currency Exchange Contracts
Interest Rate Swaps
Loan Participations
Reverse Repurchase Agreements and Dollar Rolls
When-Issued and Delayed Delivery Securities
Short Sales
Loans of Portfolio Securities
Illiquid Securities

A more detailed description is given of these investments and the policies
of these portfolios.

III. INVESTMENT RESTRICTIONS.

There are many restrictions upon the investments the portfolios may make
and the practices in which they may engage; these are fundamental, meaning
they may not be changed without Contract owner approval.

IV. INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS.

A fuller description than that in the prospectus is given.

V. OTHER INFORMATION CONCERNING THE FUND.

Incorporation and Authorized Stock
Portfolio Transactions and Brokerage
Custodians
Experts
Licenses

VI. DEBT RATINGS.

A description is given of how Moody's Investors Services, Inc. and Standard
& Poor's Ratings Services describe the creditworthiness of debt securities.

<PAGE>

VII. DIRECTORS AND OFFICERS OF PRUCO LIFE AND MANAGEMENT OF THE FUND.

The names and recent affiliations of Pruco Life's directors and executive
officers are given. The same information is given for the Fund.

VIII. FINANCIAL STATEMENTS OF THE PRUDENTIAL SERIES FUND, INC.

IX. THE PRUDENTIAL SERIES FUND, INC. SCHEDULE OF INVESTMENTS.

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 and the statement of additional information do not include all of the
information set forth in the registration statement. Certain portions have been
omitted pursuant to the rules and regulations of the SEC. The omitted
information may, however, be obtained from the SEC's principal office in
Washington, D.C., upon payment of a prescribed fee.

Further information may also be obtained from Pruco Life. Its address and
telephone number are on the inside front cover of this prospectus.

FINANCIAL STATEMENTS

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

<PAGE>

UPDATED FINANCIALS WILL BE FILED PURSUANT TO RULE 485(B)

<PAGE>

PRUvider(sm)
Variable Appreciable Life(r)
Insurance

[GRAPHIC OMITTED]

Pruco Life Insurance Company
213 Washington Street, Newark, NJ 07102-2992
Telephone 800 437-4016

SVAL-1 Ed. 5/99 CAT#6469898

30
<PAGE>

PART IB

INFORMATION IN STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999

PRUCO LIFE INSURANCE COMPANY
PRUVIDER VARIABLE APPRECIABLE ACCOUNT

PRUVIDER(sm)
VARIABLE
APPRECIABLE
LIFE(r)___________________
INSURANCE CONTRACTS

PROVIDING FOR THE INVESTMENT
OF ASSETS IN THE
INVESTMENT PORTFOLIOS OF

THE PRUDENTIAL SERIES
FUND, INC.

This statement of additional information describes a variable life insurance
contract (the "Contract") offered by Pruco Life Insurance Company ("Pruco Life",
"us", or "we") under the name PRUVIDER(sm) Variable APPRECIABLE LIFE(r)
Insurance. Pruco Life, a stock life insurance company, is a wholly-owned
subsidiary of The Prudential Insurance Company of America. The death benefit
varies daily with investment experience but will never be less than the "face
amount" of insurance specified in the Contract. There is no guaranteed minimum
cash surrender value.

The assets under these contracts can be invested in one or both of the two
current subaccounts of the Pruco Life PRUVIDER Variable Appreciable Account. The
assets invested in each subaccount are in turn invested in a corresponding
portfolio of The Prudential Series Fund, Inc., a diversified, open-end
management investment company (commonly known as a mutual fund) that is intended
to provide a range of investment alternatives to variable contract owners. Each
portfolio is, for investment purposes, in effect a separate fund. The two
available Series Fund portfolios are the CONSERVATIVE BALANCED PORTFOLIO and the
FLEXIBLE MANAGED PORTFOLIO. A separate class of capital stock is issued for each
portfolio. Shares of the Series Fund are currently sold only to separate
accounts of Pruco Life and certain other insurers to fund the benefits under
variable life insurance and variable annuity contracts issued by those
companies.

The PRUVIDER(sm) Variable APPRECIABLE LIFE(r) Insurance Contract owner may also
choose to invest in a FIXED-RATE OPTION which is described in the prospectus of
the Pruco Life PRUVIDER Variable Appreciable Account.

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

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
WITH THE PROSPECTUS OF THE PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE ACCOUNT
DATED MAY 1, 1999. THE PROSPECTUS IS AVAILABLE WITHOUT CHARGE UPON WRITTEN
REQUEST TO THE PRUCO LIFE INSURANCE COMPANY, 213 WASHINGTON STREET, NEWARK, NEW
JERSEY 07102-2992 OR BY TELEPHONING (800) 437-4016.

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

PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 437-4016

PRUVIDER is a service mark of Prudential.
APPRECIABLE LIFE is a registered mark of Prudential.
SVAL-1SAI Ed 5-99
Catalog No. 64M086G

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
CONTENTS

PAGE

MORE DETAILED INFORMATION ABOUT THE CONTRACT...................................1
SALES LOAD UPON SURRENDER...................................................1
REDUCTION OF CHARGES FOR CONCURRENT SALES TO SEVERAL INDIVIDUALS............1
PAYING PREMIUMS BY PAYROLL DEDUCTION........................................1
UNISEX PREMIUMS AND BENEFITS................................................1
HOW THE DEATH BENEFIT WILL VARY.............................................2
WITHDRAWAL OF EXCESS CASH SURRENDER VALUE...................................2
TAX TREATMENT OF CONTRACT BENEFITS..........................................3

TREATMENT AS LIFE INSURANCE..............................................3
PRE-DEATH DISTRIBUTIONS..................................................3
WITHHOLDING..............................................................4
OTHER TAX CONSIDERATIONS.................................................4
BUSINESS-OWNED LIFE INSURANCE............................................4

SALE OF THE CONTRACT AND SALES COMMISSIONS..................................4
RIDERS......................................................................5
OTHER STANDARD CONTRACT PROVISIONS..........................................5

ASSIGNMENT...............................................................5
BENEFICIARY..............................................................5
INCONTESTABILITY.........................................................5
MISSTATEMENT OF AGE OR SEX...............................................5
SETTLEMENT OPTIONS.......................................................5
SUICIDE EXCLUSION........................................................5

INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS...........................6
GENERAL.....................................................................6
CONVERTIBLE SECURITIES......................................................6
WARRANTS....................................................................6
FOREIGN SECURITIES..........................................................6
OPTIONS ON STOCK AND DEBT SECURITIES........................................7

OPTIONS ON STOCK.........................................................7
OPTIONS ON DEBT SECURITIES...............................................8

RISKS OF TRANSACTIONS IN OPTIONS ON EQUITY AND DEBT SECURITIES..............8
OPTIONS ON STOCK INDEXES....................................................9

STOCK INDEX OPTIONS......................................................9
RISKS OF TRANSACTIONS IN OPTIONS ON STOCK INDEXES........................9

OPTIONS ON FOREIGN CURRENCIES..............................................10
OPTIONS ON FOREIGN CURRENCY.............................................10
RISKS OF TRANSACTIONS IN OPTIONS ON FOREIGN CURRENCY....................11

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS.........................11
FUTURES AND OPTIONS ON FUTURES..........................................11
RISKS OF TRANSACTIONS IN FUTURES CONTRACTS..............................11
RISKS OF TRANSACTIONS IN OPTIONS ON FUTURES CONTRACTS...................12

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS................................12
INTEREST RATE SWAPS........................................................13
LOAN PARTICIPATIONS........................................................13
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS.............................13

DESCRIPTION OF REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS...........13
RISKS OF REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS.................14

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES................................14
SHORT SALES................................................................14
LOANS OF PORTFOLIO SECURITIES..............................................14

DESCRIPTION OF SECURITIES LOANS.........................................14
RISKS ASSOCIATED WITH LENDING SECURITIES................................15

ILLIQUID SECURITIES........................................................15

INVESTMENT RESTRICTIONS.......................................................15

<PAGE>

INVESTMENT MANAGEMENT AND DISTRIBUTION ARRANGEMENTS...........................18

DISTRIBUTION ARRANGEMENTS..................................................19

OTHER INFORMATION CONCERNING THE SERIES FUND..................................19
INCORPORATION AND AUTHORIZED STOCK.........................................19
PORTFOLIO TRANSACTIONS AND BROKERAGE.......................................20
CUSTODIANS.................................................................21
EXPERTS....................................................................21
LICENSES...................................................................21

DEBT RATINGS..................................................................22

DIRECTORS AND OFFICERS OF PRUCO LIFE AND MANAGEMENT OF THE SERIES FUND........26

FINANCIAL STATEMENTS OF THE PRUDENTIAL SERIES FUND, INC.......................A1

THE PRUDENTIAL SERIES FUND, INC. SCHEDULE OF INVESTMENTS......................B1

<PAGE>

MORE DETAILED INFORMATION ABOUT THE CONTRACT

SALES LOAD UPON SURRENDER

Pruco Life assesses a contingent deferred sales load if the Contract lapses or
is surrendered during the first 10 Contract years. No such charge is applicable
to the death benefit, no matter when that may become payable. Subject to the
additional limitations described below, for Contracts that lapse or are
surrendered during the first five Contract years, the charge will be equal to
50% of the first year's primary annual premium. In the next five Contract years,
we reduce that percentage uniformly on a daily basis until it reaches zero on
the 10th Contract anniversary. Thus, for Contracts surrendered at the end of the
sixth year, the maximum deferred sales charge will be 40% of the first year's
primary annual premium, for Contracts surrendered at the end of year seven, the
maximum deferred sales charge will be 30% of the first year's primary annual
premium, and so forth. We are currently allowing partial surrenders of the
Contract, but we reserve the right to cancel this administrative practice. If
the Contract is partially surrendered during the first 10 years, we deduct a
proportionate amount of the charge from the Contract Fund. Surrender of all or
part of a Contract may have tax consequences. See TAX TREATMENT OF CONTRACT
BENEFITS, page 3.

The contingent deferred sales load is also further limited at older issue ages
(approximately above age 61) in order to comply with certain requirements of
state law. Specifically, the contingent deferred sales load for such insureds is
no more than $32.50 per $1,000 of face amount.

The sales load is subject to a further important limitation that may,
particularly for Contracts that lapse or are surrendered within the first five
or six years, result in a lower contingent deferred sales load than that
described above. (This limitation might also, under unusual circumstances, apply
to reduce the monthly sales load deductions described in the prospectus in item
(a) under MONTHLY DEDUCTIONS FROM CONTRACT FUND.)

The limitation is based on a Guideline Annual Premium ("GAP") that is associated
with every Contract. The GAP is a defined amount determined actuarially in
accordance with a regulation of the Securities and Exchange Commission ("SEC").
Pruco Life will charge a maximum aggregate sales load (that is, the sum of the
monthly sales load deduction and the contingent deferred sales charge) that will
not be more than 30% of the premiums actually paid until those premiums total
one GAP plus no more than 9% of the next premiums paid until total premiums are
equal to five GAPS, plus no more than 6% of all subsequent premiums. If the
sales charges described above would at any time exceed this maximum amount then,
to the extent of any excess, we will not make the charge.

REDUCTION OF CHARGES FOR CONCURRENT SALES TO SEVERAL INDIVIDUALS

Pruco Life may reduce the sales charges and/or other charges on individual
Contracts sold to members of a class of associated individuals, or to a trustee,
employer or other entity representing such a class, where it is expected that
such multiple sales will result in savings of sales or administrative expenses.
Pruco Life determines both the eligibility for such reduced charges, as well as
the amount of such reductions, by considering the following factors: (1) the
number of individuals; (2) the total amount of premium payments expected to be
received from these Contracts; (3) the nature of the association between these
individuals, and the expected persistency of the individual Contracts; (4) the
purpose for which the individual Contracts are purchased and whether that
purpose makes it likely that expenses will be reduced; and (5) any other
circumstances which Pruco Life believes to be relevant in determining whether
reduced sales or administrative expenses may be expected. Some of the reductions
in charges for these sales may be contractually guaranteed; other reductions may
be withdrawn or modified by Pruco Life on a uniform basis. Pruco Life's
reductions in charges for these sales will not be unfairly discriminatory to the
interests of any individual Contract owners.

PAYING PREMIUMS BY PAYROLL DEDUCTION

In addition to the annual, semi-annual, quarterly and monthly premium payment
modes, a payroll budget method of paying premiums may also be available under
certain Contracts. The employer generally deducts the necessary amounts from
employee paychecks and sends premium payments to Pruco Life monthly. Any Pruco
Life representative authorized to sell this Contract can provide further details
concerning the payroll budget method of paying premiums.

UNISEX PREMIUMS AND BENEFITS

The Contract generally uses mortality tables that distinguish between males and
females. Thus, premiums and benefits differ under Contracts issued on males and
females of the same age. However, in those states that have adopted regulations
prohibiting sex-distinct insurance rates, premiums and cost of insurance charges
will be based on a blended unisex rate, whether the insured is male or female.
In addition, employers and employee organizations

<PAGE>

considering purchase of a Contract should consult their legal advisers to
determine whether purchase of a Contract based on sex-distinct actuarial tables
is consistent with Title VII of the Civil Rights Act of 1964 or other applicable
law. Pruco Life may offer the Contract with unisex mortality rates to employers
and employee organizations.

HOW THE DEATH BENEFIT WILL VARY

The death benefit will vary with investment experience. The death benefit will
be equal to the face amount of insurance plus the amount, if any, by which the
Contract Fund value exceeds the applicable "Tabular Contract Fund Value" for the
Contract (subject to an exception described below under which the death benefit
is higher). Each Contract contains a table that sets forth the Tabular Contract
Fund Value as of the end of each of the first 20 years of the Contract. Tabular
Contract Fund Values between Contract anniversaries are determined by
interpolation. The "Tabular Contract Fund Value" for each Contract year is an
amount that is slightly less than the that would result as of the end of such
year if: (1) you paid only Scheduled Premiums ; (2) you paid the Scheduled
Premiums when due; (3) your selected investment options earned a net return at a
uniform rate of 4% per year; (4) we deducted full mortality charges based upon
the 1980 CSO Table; (5) we deducted the maximum sales load and expense charges;
and (6) there was no Contract debt.

The death benefit will equal the face amount if the Contract Fund equals the
Tabular Contract Fund Value. If, due to investment results greater than a net
return of 4%, or to payment of greater than Scheduled Premiums, or to smaller
than maximum charges, the Contract Fund value is a given amount greater than the
Tabular Contract Fund Value, the death benefit will be the face amount plus that
excess amount. If, due to investment results less favorable than a net return of
4%, the Contract Fund value is less than the Tabular Contract Fund Value, the
death benefit will not fall below the initial face amount stated in the
Contract. Again, the death benefit will reflect a deduction for the amount of
any Contract debt. See CONTRACT LOANS in the prospectus. Any unfavorable
investment experience must first be offset by favorable performance or
additional payments that bring the Contract Fund up to the Tabular level before
favorable investment results or additional payments will increase the death
benefit.

The Contract Fund could grow to the point where it is necessary to increase the
death benefit by a greater amount in order to ensure that the Contract will
satisfy the Internal Revenue Code's definition of life insurance. Thus, the
death benefit will always be the greatest of (1) the face amount plus the
Contract Fund minus the Tabular Contract Fund Value; (2) the guaranteed minimum
death benefit; and (3) the Contract Fund times the attained age factor that
applies.

WITHDRAWAL OF EXCESS CASH SURRENDER VALUE

Under certain circumstances, you may withdraw a portion of the Contract's cash
surrender value without surrendering the Contract. The withdrawal amount is
limited by the requirement that the Contract Fund after withdrawal must not be
less than the Tabular Contract Fund Value. (A Table of Tabular Contract Fund
Values is included in the Contract; the Values increase with each year the
Contract remains inforce.) But because the Contract Fund may be made up in part
by an outstanding Contract loan, there is a further limitation that the amount
withdrawn may not be larger than an amount sufficient to reduce the cash
surrender value to zero. The amount withdrawn must be at least $200. You may
make no more than four such withdrawals in each Contract year, and there is an
administrative processing fee for each withdrawal equal to the lesser of $15 and
2% of the amount withdrawn. An amount withdrawn may not be repaid except as a
scheduled or unscheduled premium subject to the applicable charges. Upon
request, Pruco Life will tell you how much you may withdraw. Withdrawal of part
of the cash surrender value may have tax consequences. See TAX TREATMENT OF
CONTRACT BENEFITS, page 3. A temporary need for funds may also be met by making
a loan and you should consult your Pruco Life representative about how best to
meet your needs.

When a withdrawal is made, the cash surrender value and Contract Fund value are
reduced by the amount of the withdrawal, and the death benefit is reduced
accordingly. Neither the face amount of insurance nor the amount of Scheduled
Premiums will be changed due to a withdrawal of excess cash surrender value. No
surrender charges will be assessed for a withdrawal.

Withdrawal of part of the cash surrender value increases the risk that the
Contract Fund may be insufficient to provide Contract benefits. If such a
withdrawal is followed by unfavorable investment experience, the Contract may
lapse even if Scheduled Premiums continue to be paid when due. This is because,
for purposes of determining whether a lapse has occurred, Pruco Life treats
withdrawals as a return of premium.

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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.

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

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

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 insure 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 premiums substantially in excess of Scheduled Premiums are
paid or a decrease in the face amount of insurance is made (or a rider
removed). The addition of a rider or an increase in the face amount of
insurance may also cause the Contract to be classified as a Modified
Endowment Contract even though the Contract owner pays only Scheduled
Premiums or even less than the Scheduled Premiums. 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

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Contract before the insured's death, including loans and withdrawals,
are included in income to the extent that the Contract Fund before
surrender charges 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.

SALE OF THE CONTRACT AND SALES COMMISSIONS

Pruco Securities Corporation ("Prusec"), an indirect wholly-owned subsidiary of
Prudential, acts as the principal underwriter of the Contract. Prusec, organized
in 1971 under New Jersey law, is registered as a broker and dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. Prusec's principal business address is 751 Broad
Street, Newark, New Jersey 07102-3777. The Contract is sold by registered
representatives of Prusec who are also authorized by state insurance departments
to do so. The Contract may also be sold through other broker-dealers authorized
by Prusec and applicable law to do so. Registered representatives of such other
broker-dealers may be paid on a different basis than described below. Where the
insured is less than 60 years of age, the representative will generally receive
a commission of no more than: (1) 50% of the Scheduled Premiums for the first
year: (2) 6% of the Scheduled Premiums for the second through 10th years; and
(3) 2% of the Scheduled Premiums thereafter. For insureds over 59 years of age,
the commission will be lower. 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 with less than three years of service may be
paid on a different basis.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life expects to recover its total sales expenses over the periods
the Contracts are in effect. To the extent that the sales charges are
insufficient to cover total sales expenses, the sales expenses will be recovered
from Pruco Life's surplus, which may include

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amounts derived from the mortality and expense risk charge and the guaranteed
minimum death benefit risk charge described in the prospectus under DAILY
DEDUCTION FROM THE CONTRACT FUND and item (d) under MONTHLY DEDUCTIONS FROM
CONTRACT FUND.

RIDERS

Contract owners may be able to obtain additional fixed benefits which may
increase the Scheduled Premium. If they do cause an increase in the Scheduled
Premium, they will be charged for by making monthly deductions from the Contract
Fund. These optional insurance benefits will be described in what is known as a
"rider" to the Contract. Charges for the riders will be deducted from the
Contract Fund on each Monthly date. One rider pays an additional amount if the
insured dies in an accident. Another waives certain premiums if the insured is
disabled within the meaning of the provision (or, in the case of a Contract
issued on an insured under the age of 15, if the applicant dies or becomes
disabled within the meaning of the provision). Others pay an additional amount
if the insured dies within a stated number of years after issue; similar
benefits may be available if the insured's spouse or child should die. The
amounts of these benefits are fully guaranteed at issue; they do not depend on
the performance of the Account, although they will no longer be available if the
Contract lapses. Certain restrictions may apply; they are clearly described in
the applicable rider.

Any Pruco Life representative authorized to sell the Contract can explain these
extra benefits further. Samples of the provisions are available from Pruco Life
upon written request.

OTHER STANDARD 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 an employee benefit plan or program without Pruco Life's consent. Pruco Life
assumes no responsibility for the validity or sufficiency of any assignment, and
it will not be obligated to comply with any assignment unless it has received a
copy at a Home Office.

BENEFICIARY

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

INCONTESTABILITY

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

MISSTATEMENT OF AGE OR SEX

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

SETTLEMENT OPTIONS

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

SUICIDE EXCLUSION

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

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INVESTMENT OBJECTIVES AND POLICIES OF THE
PORTFOLIOS

GENERAL

The Prudential Series Fund, Inc. (the "Fund") is a diversified, open-end
management investment company (commonly known as a "mutual fund") that is
intended to provide a range of investment alternatives through its seventeen
separate portfolios, each of which is for investment purposes, in effect a
separate fund. Two portfolios, the Conservative Balanced Portfolio and the
Flexible Managed Portfolio (the "Portfolios"), are available to PRUVIDER
Contract owners. The Fund Portfolios are managed by The Prudential Insurance
Company of America ("Prudential"). See INVESTMENT Management AND DISTRIBUTION
ARRANGEMENTS, page 18.

Each of the Portfolios seeks to achieve a different investment objective.
Accordingly, each Portfolio can be expected to have different investment results
and to be subject to different financial and market risks. Financial risk refers
to the ability of an issuer of a debt security to pay principal and interest and
to the earnings stability and overall financial soundness of an issuer of an
equity security. Market risk refers to the degree to which the price of a
security will react to changes in conditions in securities markets in general,
and with particular reference to debt securities, to changes in the overall
level of interest rates.

The investment objectives of the Fund's Portfolios that are available to
PRUVIDER Contract owners can be found under the Portfolio's RISK/RETURN SUMMARY
in the prospectus.

CONVERTIBLE SECURITIES

The Conservative Balanced and Flexible Managed Portfolios may invest in
convertible securities. A convertible security is a debt security - for example,
a bond or preferred stock - that may be converted into common stock of the same
or different issuer. The convertible security sets for the price, quantity of
shares and time period in which it may be so converted. Convertible stock are
senior to a company's common stock but are usually subordinated to debt
obligations of the company. Convertible securities provide a steady stream of
income which is generally at a higher rate than the income on the issuer's
common stock but lower than the rate on the issuer's debt obligations. At the
same time, they offer - through their conversion mechanism - the chance to
participate in the capital appreciation of the underlying common stock. The
price of a convertible security tends to increase and decrease with the market
value of the underlying common stock.

WARRANTS

The Conservative Balanced and Flexible Managed Portfolios may invest in warrants
on common stocks. A warrant is a right to buy a number of shares of stock at a
specified price during a specified period of time. The risk associated with
warrants is that the market price of the underlying stock will stay below the
exercise price of the warrant during the exercise period. If this occurs, the
warrant becomes worthless and the investor loses the money he or she paid for
the warrant.

FOREIGN SECURITIES

The bond portions of the Conservative Balanced and Flexible Managed Portfolios
may each invest up to 20% of their assets in U.S. currency denominated debt
securities issued outside the U.S. by foreign or U.S. issuers. The Portfolios
may invest up to 30% of their total assets in debt and equity securities
denominated in a foreign currency and issued by foreign or U.S. issuers.

American Depository Receipts ("ADRs") are U.S. dollar-denominated certificates
issued by a U.S. bank or trust company. ADRs represent the right to receive
securities of a foreign issuer deposited in a domestic bank or foreign branch of
a U.S. bank and traded on a U.S. exchange or in the over-the-counter (OTC)
market. Investment in ADRs has certain advantages over direct investments in the
underlying foreign securities because they are easily transferable, have readily
available market quotations, and the foreign issuers are usually subject to
comparable auditing, accounting and financial reporting standards as U.S.
issuers.

Foreign securities involve certain risks, which should be considered carefully
by an investor. These risks include political or economic instability in the
country of an issuer, the difficulty of predicting international trade patterns,
the possibility of imposition of exchange controls and, in the case of
securities not denominated in U.S. currency, the risk of currency fluctuations.
Foreign securities may be subject to greater movement in price than U.S.
securities and under certain market conditions, may be less liquid than U.S
securities. In addition, there may be less publicly available information about
a foreign company than a U.S company. Foreign companies generally are not
subject to

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uniform accountings, auditing and financial reporting standards comparable to
those applicable to U.S. companies. There is generally less government
regulation of securities exchanges, brokers and listed companies abroad than in
the U.S., and, with respect to certain foreign countries, there is a possibility
of expropriations, confiscatory taxation or diplomatic developments which could
affect investment in those countries. Finally, in the event of a default of any
foreign debt obligations, it may be more difficult for a Portfolio to obtain or
enforce a judgment against the issuers of such securities.

If a security is denominated in a foreign currency, it may be affected by
changes in currency rates and in exchange control regulations, and costs may be
incurred in connection with conversions between currencies. The Portfolios that
may invest in foreign securities may enter into forward foreign currency
exchange contracts for the purchase or sale of foreign currency for hedging
purposes, including: locking in the U.S. dollar price equivalent of interest or
dividends to be paid on such securities which are held by a Portfolio; and
protecting the U.S. dollar value of such securities which are held by the
Portfolio. A Portfolio will not enter into such forward contracts or maintain a
net exposure to such contracts where the consummation of the contracts would
obligate the Portfolio to deliver an amount of foreign currency in excess of the
value of the Portfolio's securities or other assets denominated in that
currency. In addition, the Portfolios may, for hedging purposes, enter into
certain transactions involving options on foreign currencies, foreign currency
futures contracts and options on foreign currency futures contracts.

OPTIONS ON STOCK AND DEBT SECURITIES

OPTIONS ON STOCK

The Conservative Balanced and Flexible Managed Portfolios may purchase and
"write" (that is, sell) put and call options on equity securities that are
traded on securities exchanges, listed on the National Association of Securities
Dealers Automated Quotations System (NASDAQ), or privately negotiated with
broker-dealers (OTC equity options).

A call option is a short-term contract that gives the option purchaser or
"holder" the right to acquire a particular equity security for a specified price
at any time during a specified period. For this right, the option purchaser pays
the option seller a certain amount of money or "premium" which is set before the
option contract is entered into. The seller or "writer" of the option is
obligated to deliver the particular security if the option purchaser exercises
the option.

A put option is a similar contract. In a put option, the option purchaser has
the right to sell a particular security to the option seller for a specified
time during a specified period. In exchange for this right, the option purchaser
pays the option seller a premium.

The Portfolios will write only "covered" options on stocks. A call option is
covered if:

(1) the Portfolio owns the security underlying the option;

(2) the Portfolio has an absolute right to acquire the security immediately;

(2) the Portfolio has a call on the same security that underlies the option
which has an exercise price equal to or less than the exercise price of the
covered option (or, if the exercise price is greater, the Portfolio sets
aside in a segregated account liquid assets that are equal to the
difference).

A put option is covered if:

(1) the Portfolio sets aside in a segregated account liquid assets that are
equal to or greater than the exercise price of the option:

(2) the Portfolio holds a put on the same security that underlies the option
which has an exercise price equal to or greater less than the exercise
price of the covered option (or, if the exercise price is less, the
Portfolio sets aside in a segregated account liquid assets that are equal
to the difference).

The Conservative Balanced and Flexible Managed Portfolios can also purchase
"protective puts" on equity securities. These are acquired to protect a
Portfolio's security from a decline in market value. In a protective put, a
Portfolio has the right to sell the underlying security at the exercise price,
regardless of how much the underlying security may decline in value. In exchange
for this right, the Portfolio pays the put seller a premium.

The Portfolios may use options for both hedging and investment purposes. Neither
of the Portfolios intend to use more than 5% of its net assets to acquire call
options on stocks. The Portfolios may purchase equity securities that have a put
or call option provided by the issuer.

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OPTIONS ON DEBT SECURITIES

The Conservative Balanced and Flexible Managed Portfolios may purchase and sell
put and call options on debt securities, including U.S. government debt
securities, that are traded on a U.S. securities exchange or privately
negotiated with primary U.S. Government securities dealers that are recognized
by the Federal Reserve Bank of New York (OTC debt options). Neither of the
Portfolios currently intend to invest more than 5% of its net assets at any one
time in call options on debt securities.

Options on debt securities are similar to stock options (see above) except that
the option holder has the right to acquire or sell a debt security rather than
an equity security.

The Portfolios will write only covered options. Options on debt securities are
covered in much the same way as options on equity securities. One exception is
in the case of call options on U.S. Treasury Bills. With these options, a
Portfolio might own U.S. Treasury Bills of a different series from those
underlying the call option, but with a principal amount and value that matches
the option contract amount and a maturity date that is no later than the
maturity date of the securities underlying the option.

The Portfolios may also write straddles - - which are simply combinations of a
call and a put written on the same security at the same strike price and
maturity date. When a Portfolio writes a straddle, the same security is used to
"cover" both the put and the call. If the price of the underlying security is
below the strike price of the put, the Portfolio will set aside liquid assets as
additional cover equal to the difference. A Portfolio will not use more than 5%
of its net assets as cover for straddles.

The Portfolios may also purchase protective puts to try to protect the value of
one of the securities it owns against a decline in market value, as well as
putable and callable debt securities.

RISKS OF TRANSACTIONS IN OPTIONS ON EQUITY AND DEBT SECURITIES

A Portfolio's use of options on equity or debt securities is subject to certain
special risks, in addition to the risk that the market value of the security
will move opposite to the Portfolio's option position. An exchange-traded option
position may be closed out only on an exchange, board of trade or other trading
facility which provides a secondary market for an option of the same series.
Although the Portfolios will generally purchase or write only those
exchange-traded options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange will
exist for any particular option, or at any particular time, and for some options
no secondary market on an exchange or otherwise may exist. In such event it
might not be possible to effect closing transactions in particular options, with
the result that the Portfolio would have to exercise its options in order to
realize any profit and would incur brokerage commissions upon the exercise of
such options and upon the subsequent disposition of underlying securities
acquired through the exercise of call options or upon the purchase of underlying
securities for the exercise of put options. If a Portfolio as a covered call
option writer is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise.

Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not be adequate at all times to handle the trading volume; or
(vi) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in the class or series of options) would cease to exist,
although outstanding options on that exchange that had been issued by a clearing
corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms. There is no assurance that higher
than anticipated trading activity or other unforeseen events might not, at
times, render certain of the facilities of any of the clearing corporations
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of customers' orders.

The purchase and sale of OTC options will also be subject to certain risks.
Unlike exchange-traded options, OTC options generally do not have a continuous
liquid market. Consequently, a Portfolio will generally be able to realize the
value of an OTC option it has purchased only by exercising it or reselling it to
the dealer who issued it. Similarly, when a Portfolio writes an OTC option, it
generally will be able to close out the OTC option prior to its expiration only
by entering into a closing purchase transaction with the dealer to which the
Portfolio originally wrote the OTC option. While the Portfolios will seek to
enter into OTC options only with dealers who agree to enter into closing
transactions with the Portfolio, there can be no assurance that the Portfolio
will be able to liquidate an OTC option at a favorable

<PAGE>

price at any time prior to expiration. In the event of insolvency of the other
party, a Portfolio may be unable to liquidate an OTC option. Prudential monitors
the creditworthiness of dealers with whom the Portfolios enter into OTC option
transactions under the Board of Directors' general supervision.

OPTIONS ON STOCK INDEXES

STOCK INDEX OPTIONS

The Conservative Balanced and Flexible Managed Portfolios may purchase and sell
put and call options on stock indexes that are traded on securities exchanges,
listed on NASDAQ or that are privately-negotiated with broker-dealers (OTC
options). Options on stock indexes are similar to options on stocks, except that
instead of giving the option holder the right to receive or sell a stock, it
gives the holder the right to receive an amount of cash if the closing level of
the stock index is greater than (in the case of a call) or less than (in the
case of a put) the exercise price of the option. The amount of cash the holder
will receive is determined by multiplying the difference between the index's
closing price and the option's exercise price, expressed in dollars, by a
specified "multiplier." Unlike stock options, stock index options are always
settled in cash and gain or loss depends on price movements in the stock market
generally (or a particular market segment, depending on the index) rather than
the price movement of an individual stock.

A Portfolio will only sell or "write" covered options on stock indexes. A call
option is covered if the Portfolio holds stocks at least equal to the value of
the index times the multiplier times the number of contracts (the Option Value).
When a Portfolio writes a call option on a broadly based stock market index, the
Portfolio will set aside cash, cash equivalents or "qualified securities"
(defined below). The value of the assets to be segregated cannot be less than
100% of the Option Value as of the time the option is written.

If a Portfolio has written an option on an industry or market segment index, it
must set aside at least five "qualified securities," all of which are stocks of
issuers in that market segment, with a market value at the time the option is
written of not less than 100% of the Option Value. Such stocks will include
stocks which represent at least 50% of the weighting of the industry or market
segment index and will represent at least 50% of the Portfolio's holdings in
that industry or market segment. No individual security will represent more than
15% of the amount so set aside in the case of broadly based stock market index
options or 25% of such amount in the case of options on a market segment index.
If at the close of business on any day the market value of such qualified
securities falls below 100% of the Option Value as of that date, the Portfolio
will set aside an amount in liquid unencumbered assets equal in value to the
difference. In addition, when a Portfolio writes a call on an index which is
"in-the-money" at the time the option is written - that is, the index's value is
above the strike price - the Portfolio will set aside liquid unencumbered assets
equal to the amount by which the call is in-the-money times the multiplier times
the number of contracts. Any amount so set aside may be applied to the
Portfolio's obligation to segregate additional amounts in the event that the
market value of the qualified securities falls below 100% of the current Option
Value. A "qualified security" is an equity security which is listed on a
securities exchange or listed on NASDAQ against which the Portfolio has not
written a stock call option and which has not been hedged by the Portfolio by
the sale of stock index futures. However, if the Portfolio holds a call on the
same index as the call written where the exercise price of the call held is
equal to or less than the exercise price of the call written or greater than the
exercise price of the call written if the difference is maintained by the
Portfolio in liquid unencumbered assets in a segregated account with its
custodian, it will not be subject to the requirement described in this
paragraph.

A put index option is covered if: (1) the Portfolio sets aside in a segregated
account liquid unencumbered assets of a value equal to the strike price times
the multiplier times the number of contracts; or (2) the Portfolio holds a put
on the same index as the put written where the strike price of the put held is
equal to or greater than the strike price of the put written or less than the
strike price of the put written if the difference is maintained by the Portfolio
in liquid unencumbered assets in a segregated account.

RISKS OF TRANSACTIONS IN OPTIONS ON STOCK INDEXES

A Portfolio's purchase and sale of options on stock indexes has the same risks
as stock options described in the previous section. In addition, the distinctive
characteristics of options on indexes create certain additional risks. Index
prices may be distorted if trading of certain stocks included in the index is
interrupted. Trading in index options also may be interrupted in certain
circumstances, such as if trading were halted in a substantial number of stocks
included in the index. If this occurred, a Portfolio would not be able to close
out options which it had purchased or written and, if restrictions on exercise
were imposed, may be unable to exercise an option it holds, which could result
in substantial losses to the Portfolio. It is the policy of the Portfolios to
purchase or write options only on stock indexes which include a number of stocks
sufficient to minimize the likelihood of a trading halt in options on the index.

<PAGE>

The ability to establish and close out positions on stock index options are
subject to the existence of a liquid secondary market. A Portfolio will not
purchase or sell any index option contract unless and until, in the portfolio
manager's opinion, the market for such options has developed sufficiently that
the risk in connection with such transactions is no greater than the risk in
connection with options on stocks.

There are certain special risks associated with writing calls on stock indexes.
Because exercises of index options are settled in cash, a call writer such as a
Portfolio cannot determine the amount of its settlement obligations in advance
and, unlike call writing on specific stocks, cannot precisely provide in advance
for, or cover, its potential settlement obligations by acquiring and holding the
underlying securities. However, the Portfolios will follow the "cover"
procedures described above.

Price movements of a Portfolio's equity securities probably will not correlate
precisely with movements in the level of the index. Therefore, in writing a call
on a stock index a Portfolio bears the risk that the price of the securities
held by the Portfolio may not increase as much as the index. In that case, the
Portfolio would bear a loss on the call which may not be completely offset by
movement in the price of the Portfolio's equity securities. It is also possible
that the index may rise when the Portfolio's securities do not rise in value. If
this occurred, the Portfolio would experience a loss on the call which is not
offset by an increase in the value of its securities and might also experience a
loss in its securities. However, because the value of a diversified securities
portfolio will, over time, tend to move in the same direction as the market,
movements in the value of a Portfolio's securities in the opposite direction as
the market would be likely to occur for only a short period or to a small
degree.

When a Portfolio has written a stock index call, there is also a risk that the
market may decline between the time the Portfolio has a call exercised against
it, at a price which is fixed as of the closing level of the index on the date
of exercise, and the time the Portfolio is able to sell stocks in its portfolio.
As with stock options, a Portfolio will not learn that an index option has been
exercised until the day following the exercise date but, unlike a call on stock
where the Portfolio would be able to deliver the underlying securities in
settlement, the Portfolio may have to sell part of its stock portfolio in order
to make settlement in cash, and the price of such stocks might decline before
they can be sold. This timing risk makes certain strategies involving more than
one option substantially more risky with options in stock indexes than with
stock options. For example, even if an index call which a Portfolio has written
is "covered" by an index call held by the Portfolio with the same strike price,
the Portfolio will bear the risk that the level of the index may decline between
the close of trading on the date the exercise notice is filed with the clearing
corporation and the close of trading on the date the Portfolio exercises the
call it holds or the time the Portfolio sells the call which in either case
would occur no earlier than the day following the day the exercise notice was
filed.

There are also certain special risks involved in purchasing put and call options
on stock indexes. If a Portfolio holds an index option and exercises it before
final determination of the closing index value for that day, it runs the risk
that the level of the underlying index may change before closing. If such a
change causes the exercised option to fall out-of-the-money, the Portfolio will
be required to pay the difference between the closing index value and the
exercise price of the option (times the applicable multiplier) to the assigned
writer. Although the Portfolio may be able to minimize this risk by withholding
exercise instructions until just before the daily cutoff time or by selling
rather than exercising an option when the index level is close to the exercise
price, it may not be possible to eliminate this risk entirely because the cutoff
times for index options may be earlier than those fixed for other types of
options and may occur before definitive closing index values are announced.

OPTIONS ON FOREIGN CURRENCIES

OPTIONS ON FOREIGN CURRENCY

The Conservative Balanced and Flexible Managed Portfolios may purchase and write
put and call options on foreign currencies traded on U.S. or foreign securities
exchanges or boards of trade for hedging purposes in a manner similar to that in
which forward foreign currency exchange contracts and futures contracts on
foreign currencies are employed (see below). Options on foreign currencies are
similar to options on stocks, except that the option holder has the right to
take or make delivery of a specified amount of foreign currency rather than
stock.

A Portfolio may purchase and write options to hedge its securities denominated
in foreign currencies. If the U.S. dollar increases in value relative to a
foreign currency in which the Portfolio's securities are denominated, the value
of those securities will decline as well. To hedge against a decline of a
foreign currency a Portfolio may purchase put options on that foreign currency.
If the value of the foreign currency declines, the gain realized on the put
option would offset, at least in part, the decline in the value of the
Portfolio's holdings denominated in that foreign currency. Alternatively, a
Portfolio may write a call option on a foreign currency. If the foreign currency
declines, the option would not be exercised and the decline in the value of the
Portfolio's securities denominated in that foreign currency would be offset in
part by the premium the Portfolio received for the option.

<PAGE>

If on the other hand, the portfolio manager anticipates purchasing a foreign
security and also anticipates a rise in the foreign currency in which it is
denominated, the Portfolio may purchase call options on the foreign currency.
The purchase of such options could offset, at least partially, the effects of
adverse movements of the exchange rates. Alternatively, the Portfolio could
write a put option on the currency and, if the exchange rates move as
anticipated, the option would expire unexercised.

RISKS OF TRANSACTIONS IN OPTIONS ON FOREIGN CURRENCY

A Portfolio's successful use of currency exchange options on foreign currencies
depends upon the portfolio manager's ability to predict the direction of the
currency exchange markets and political conditions, which requires different
skills and techniques than predicting changes in the securities markets
generally. For instance, if the currency being hedged has moved in a favorable
direction, the corresponding appreciation of the Portfolio's securities
denominated in such currency would be partially offset by the premiums paid on
the options. If the currency exchange rate does not change, the Portfolio's net
income would be less than if the Portfolio had not hedged since there are costs
associated with options.

The use of these options is subject to various additional risks. The correlation
between the movements in the price of options and the price of the currencies
being hedged is imperfect. The use of these instruments will hedge only the
currency risks associated with investments in foreign securities, not market
risk. A Portfolio's ability to establish and maintain positions will depend on
market liquidity. The ability of the Portfolio to close out an option depends on
a liquid secondary market. There is no assurance that liquid secondary markets
will exist for any particular option at any particular time.

Because there are two currencies involved, developments in either or both
countries can affect the values of options on foreign currencies. In addition,
the quantities of currency underlying option contracts represent odd lots in a
market dominated by transactions between banks; this can mean extra transaction
costs upon exercise. Option markets may be closed while round-the-clock
interbank currency markets are open, and this can create price and rate
discrepancies.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

FUTURES AND OPTIONS ON FUTURES

The Conservative Balanced and Flexible Managed Portfolio may purchase and sell
stock index futures contracts. A stock index futures contract is an agreement
between the buyer and the seller of the contract to transfer an amount of cash
equal to the daily variation margin of the contract. No physical delivery of the
underlying stocks in the index is made.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS

There are several risks associated with a Portfolio's use of futures contracts.
When used for investment purposes (that is, non-hedging purposes), successful
use of futures contracts, like successful investment in securities, depends on
the ability of the portfolio manager to predict correctly movements in the
relevant markets, interest rates and/or currency exchange rates. When used for
hedging purposes, there is a risk of imperfect correlation between movements in
the price of the futures contract and the price of the securities or currency
that are the subject of the hedge. In the case of futures contracts on stock or
interest rate indexes, the correlation between the price of the futures contract
and movements in the index might not be perfect. To compensate for differences
in volatility, a Portfolio could purchase or sell futures contracts with a
greater or lesser value than the securities or currency it wished to hedge or
purchase. Other risks apply to use for both hedging and investment purposes.
Temporary price distortions in the futures market could be caused by a variety
of factors. Further, the ability of a Portfolio to close out a futures position
depends on a liquid secondary market. There is no assurance that a liquid
secondary market on an exchange will exist for any particular futures contract
at any particular time.

The hours of trading of futures contracts may not conform to the hours during
which a Portfolio may trade the underlying securities and/or currency. To the
extent that the futures markets close before the securities or currency markets,
significant price and rate movements can take place in the securities and/or
currency markets that cannot be reflected in the futures markets.

<PAGE>

RISKS OF TRANSACTIONS IN OPTIONS ON FUTURES CONTRACTS

Options on futures contracts are subject to risks similar to those described
above with respect to options on securities, options on stock indexes, and
futures contracts. These risks include the risk that the portfolio manager may
not correctly predict changes in the market, the risk of imperfect correlation
between the option and the securities being hedged, and the risk that there
might not be a liquid secondary market for the option. There is also the risk of
imperfect correlation between the option and the underlying futures contract. If
there were no liquid secondary market for a particular option on a futures
contract, a Portfolio might have to exercise an option it held in order to
realize any profit and might continue to be obligated under an option it had
written until the option expired or was exercised. If the Portfolio were unable
to close out an option it had written on a futures contract, it would continue
to be required to maintain initial margin and make variation margin payments
with respect to the option position until the option expired or was exercised
against the Portfolio.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The Conservative Balanced and Flexible Managed Portfolios may purchase debt and
equity securities denominated in foreign currencies. When a Portfolio enters
into a contract for the purchase or sale of a security denominated in a foreign
currency, or when a Portfolio anticipates the receipt in a foreign currency of
dividends or interest payments on a security which it holds, the Portfolio may
desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar
equivalent of such dividend or interest payment, as the case may be. By entering
into a forward contract for a fixed amount of dollars, for the purchase or sale
of the amount of foreign currency involved in the underlying transactions, the
Portfolio will be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and the foreign
currency during the period between the date on which the security is purchased
or sold, or on which the dividend or interest payment is declared, and the date
on which such payments are made or received.

Additionally, when a Portfolio's manager believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, the Portfolio may enter into a forward contract for a fixed amount of
dollars, to sell the amount of foreign currency approximating the value of some
or all of the portfolio securities denominated in such foreign currency. The
precise matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of securities in
foreign currencies will change as a consequence of market movements in the value
of those securities between the date on which the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is extremely difficult, and the successful execution of a short-term
hedging strategy is highly uncertain. The Portfolios will not enter into such
forward contracts or maintain a net exposure to such contracts where the
consummation of the contracts would obligate a Portfolio to deliver an amount of
foreign currency in excess of the value of the securities or other assets
denominated in that currency held by the Portfolio. Under normal circumstances,
consideration of the prospect for currency parities will be incorporated into
the long-term investment decisions made with regard to overall diversification
strategies. However, the Portfolios believe that it is important to have the
flexibility to enter into such forward contracts when it is determined that the
best interests of the Portfolios will thereby be served.

The Portfolios generally will not enter into a forward contract with a term of
greater than 1 year. At the maturity of a forward contract, a Portfolio may
either sell the security and make delivery of the foreign currency or it may
retain the security and terminate its contractual obligation to deliver the
foreign currency by purchasing an "offsetting" contract with the same currency
trader obligating it to purchase, on the same maturity date, the same amount of
the foreign currency.

It is impossible to forecast with absolute precision the market value of a
particular security at the expiration of the contract. Accordingly, it may be
necessary for a Portfolio to purchase additional foreign currency on the spot
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency that the Portfolio is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency.

If a Portfolio retains the security and engages in an offsetting transaction,
the Portfolio will incur a gain or a loss (as described below) to the extent
that there has been movement in forward contract prices. If forward prices
decline during the period between the Portfolio's entering into a forward
contract for the sale of a foreign currency and the date it enters into an
offsetting contract for the purchase of the foreign currency, the Portfolio will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. If forward
prices increase, the portfolio will suffer a loss to the extent that the price
of the currency it has agreed to purchase exceeds the price of the currency it
has agreed to sell.

<PAGE>

The Portfolios' dealing in forward foreign currency exchange contracts will be
limited to the transactions described above. Of course, the Portfolios are not
required to enter into such transactions with regard to their foreign
currency-denominated securities. It also should be realized that this method of
protecting the value of a Portfolio's securities against a decline in the value
of a currency does not eliminate fluctuations in the underlying prices of the
securities which are unrelated to exchange rates. Additionally, although such
contracts tend to minimize the risk of loss due to a decline in the value of the
hedged currency, at the same time they tend to limit any potential gain which
might result should the value of such currency increase.

Although the Portfolios value their assets daily in terms of U.S. dollars, they
do not intend physically to convert their holdings of foreign currencies into
U.S. dollars on a daily basis. They will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on
the difference (the "spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to a Portfolio at one rate, while offering a lesser rate of exchange should the
Portfolio desire to resell that currency to the dealer.

INTEREST RATE SWAPS

The fixed income portions of the Conservative Balanced and Flexible Managed
Portfolios may use interest rate swaps subject to the limitations set forth in
the prospectus.

Interest rate swaps, in their most basic form, involve the exchange by a
portfolio with another party of their respective commitments to pay or receive
interest. For example, a portfolio might exchange its right to receive certain
floating rate payments in exchange for another party's right to receive fixed
rate payments. Interest rate swaps can take a variety of other forms, such as
agreements to pay the net differences between two different indexes or rates,
even if the parties do not own the underlying instruments. Despite their
differences in form, the function of interest rate swaps is generally the same B
to increase or decrease a portfolio's exposure to long-or short-term interest
rates. For example, a portfolio may enter into a swap transaction to preserve a
return or spread on a particular investment or a portion of its portfolio or to
protect against any increase in the price of securities the portfolio
anticipates purchasing at a later date.

The use of swap agreements is subject to certain risks. As with options and
futures, if the investment adviser's prediction of interest rate movements is
incorrect, the portfolio's total return will be less than if the portfolio had
not used swaps. In addition, if the counterparty's creditworthiness declines,
the value of the swap would likely decline. Moreover, there is no guarantee that
a portfolio could eliminate its exposure under an outstanding swap agreement by
entering into an offsetting swap agreement with the same or another party.

A portfolio will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a portfolio
enters into a swap agreement on a net basis, it will segregate assets with a
daily value at least equal to the excess, if any, of the portfolio's accrued
obligations under the swap agreement over the accrued amount the portfolio is
entitled to receive under the agreement. If a portfolio enters into a swap
agreement on other than a net basis, it will segregate assets with a value equal
to the full amount of the portfolio's accrued obligations under the agreement.

LOAN PARTICIPATIONS

The Conservative Balanced and Flexible Managed Portfolios may invest in fixed
and floating rate loans that are privately negotiated between a corporate
borrower and one or more financial institutions. The Portfolios will generally
invest in loans in the form of "loan participations." In the typical loan
participation, the Portfolio will have a contractual relationship with the
lender but not the borrower. This means that the Portfolio will not have any
right to enforce the borrower's compliance with the terms of the loan and may
not benefit directly from any collateral supporting the loan. As a result, the
Portfolio will assume the credit risk of both the borrower and the lender. In
the event of the lender's insolvency, the Portfolio may be treated as a general
creditor of the lender and may not benefit from any set-off between the lender
and the borrower.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS

DESCRIPTION OF REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS

The debt portions of the Conservative Balanced and Flexible Managed Portfolios
may use up to 30% of their net assets for reverse repurchase agreements and
dollar rolls.

<PAGE>

In a reverse repurchase transaction, a Portfolio sells one of its securities and
agrees to repurchase the same security at a set price on a specified date.
During the time the security is held by the other party, the Portfolio will
often continue to receive principal and interest payments on the security. The
terms of the reverse repurchase agreement reflect a rate of interest for use of
the money received by the Portfolio and thus, is similar to borrowing.

Dollar rolls involve the sale by the Portfolio of ones of its securities for
delivery in the current month and a contract to repurchase substantially similar
securities (for example, with the same coupon) from the other party on a
specified date at a specified amount. During the roll period, a Portfolio does
not receive any principal or interest earned on the security. The Portfolio
realizes a profit to the extent the current sale price is more than the price
specified for the future purchase, plus any interest earned on the cash paid to
the Portfolio on the initial sale.

A "covered roll" is a specific type of dollar roll where there is an offsetting
cash position or a cash equivalent security position which matures on or before
the forward settlement date of the dollar roll transaction.

A Portfolio participating in reverse repurchase or dollar roll transactions will
set aside in a segregated account, liquid assets equal in value to its
obligations under the reverse repurchase agreement or dollar roll, respectively.

RISKS OF REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS

Reverse repurchase agreements and dollar rolls involve the risk that the market
value of the securities retained by a Portfolio may decline below the price of
the securities it has sold but is obligated to repurchase under the agreement.
If the other party in a reverse purchase or dollar roll transaction becomes
insolvent, a Portfolio's use of the proceeds of the agreement may be restricted
pending a determination by a third party of whether to enforce the Portfolio's
obligation to repurchase.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

The Conservative Balanced and Flexible Managed Portfolios may purchase or sell
securities on a when-issued or delayed delivery basis. This means that the
delivery and payment can take place a month or more after the date of the
transaction. A Portfolio will make commitments for when-issued transactions only
with the intention of actually acquiring the securities. A Portfolio's custodian
will maintain in a segregated account, liquid assets having a value equal to or
greater to such commitments. If the Portfolio chooses to dispose of the right to
acquire a when-issued security prior to its acquisition, it could, as with the
disposition of any other security, incur a gain or loss.

SHORT SALES

The Conservative Balanced and Flexible Managed Portfolios may enter into short
sales. In a short sale, a Portfolio sells a security it does not own in
anticipation of a decline in the market value of those securities. To complete
the transaction, the Portfolio will borrow the security to make delivery to the
buyer. The Portfolio is then obligated to replace the security it borrowed by
purchasing it at the market price at the time of replacement. The price at that
time may be more or less than the price at which the Portfolio sold it. Until
the security is replaced, the Portfolio is required to pay to the lender any
interest which accrues during the period of the loan. To borrow the security,
the Portfolio may be required to pay a fee which would increase the cost of the
security sold.

Until a Portfolio replaces a borrowed security used in a short sale, it will set
aside liquid assets in segregated accounts equal to the current market value of
the security sold short or otherwise cover the short position. No more than 25%
of any Portfolio's net assets will be, when added together: (1) deposited as
collateral for the obligation to replace securities borrowed in connection with
short sales and (2) segregated in accounts in connection with short sales.

A Portfolio incurs a loss in a short sale if the price of the security increases
between the date of the short sale and the date the Portfolio replaces the
borrowed security. On the other hand, a Portfolio will realize gain if the
security's price decreases between the date of the short sale and the date the
security is replaced.

LOANS OF PORTFOLIO SECURITIES

DESCRIPTION OF SECURITIES LOANS

The Portfolios may lend the securities they hold to broker-dealers, qualified
banks and certain institutional investors. All securities loans will be made
pursuant to a written agreement and continuously secured by collateral in the
form of cash, U.S. Government securities or irrevocable standby letters of
credit in an amount equal or great than the market value of the loaned
securities plus the accrued interest and dividends. While a security is loaned,
the Portfolio will continue to receive the interest and dividends on the loaned
security while also receiving a fee from the borrower or

<PAGE>

earning interest on the investment of the cash collateral. Upon termination of
the loan, the borrower will return to the Portfolio a security identical to the
loaned security. The Portfolio will not have the right to vote a security that
is on loan, but would be able to terminate the loan and retain the right to vote
if that were considered important with respect to the investment.

RISKS ASSOCIATED WITH LENDING SECURITIES

The primary risk in lending securities is that the borrower may become insolvent
on a day on which the loaned security is rapidly advancing in price. In this
event, if the borrower fails to return the loaned security, the existing
collateral might be insufficient to purchase back the full amount of the
security loaned, and the borrower would be unable to furnish additional
collateral. The borrower would be liable for any shortage but the Portfolio
would be an unsecured creditor with respect to any shortfall and might not be
able to recover all or any of it. However, this risk can be decreased by the
careful selection of borrowers and securities to be lent.

Neither of the Portfolios will lend securities to entities affiliated with
Prudential.

ILLIQUID SECURITIES

Each Portfolio may hold up to 15% of its net assets in illiquid securities.
Securities are "illiquid" if they cannot be sold in the ordinary course of
business within seven days at approximately the value at which the Portfolio has
them valued. Repurchase agreements with a maturity of greater than seven days
are considered illiquid.

The Portfolios may purchase securities which are not registered under the
Securities Act of 1933 but which can be sold to qualified institutional buyers
in accordance with Rule 144A under that Act. These securities will not be
considered illiquid so long as it is determined by the investment adviser,
acting under guidelines approved and monitored by the Board of Directors, that
an adequate trading market exists for that security. In making that
determination, the investment adviser will consider, among other relevant
factors: (1) the frequency of trades and quotes for the security; (2) the number
of dealers willing to purchase or sell the security and the number of other
potential purchasers; (3) dealer undertakings to make a market in the security;
and (4) the nature of the security and the nature of the marketplace trades. A
Portfolio's treatment of Rule 144A securities as liquid could have the effect of
increasing the level of portfolio illiquidity to the extent that qualified
institutional buyers become, for a time, uninterested in purchasing these
securities. In addition, the investment adviser, acting under guidelines
approved and monitored by the Board of Directors, may conditionally determine,
for purposes of the 15% test, that certain commercial paper issued in reliance
on the exemption from registration in Section 4(2) of the Securities Act of 1933
will not be considered illiquid, whether or not it may be resold under Rule
144A. To make that determination, the following conditions must be met: (1) the
security must not be traded flat or in default as to principal or interest; (2)
the security must be rated in one of the two highest rating categories by at
least two nationally recognized statistical rating organizations ("NRSROs"), or
if only one NRSRO rates the security, by that NRSRO; if the security is unrated,
the investment adviser must determine that the security is of equivalent
quality; and (3) the investment adviser must consider the trading market for the
specific security, taking into account all relevant factors. The investment
adviser will continue to monitor the liquidity of any Rule 144A security or any
Section 4(2) commercial paper which has been determined to be liquid and, if a
security is no longer liquid because of changed conditions, the holdings of
illiquid securities will be reviewed to determine if any steps are required to
assure that the 15% test continues to be satisfied.

INVESTMENT RESTRICTIONS

Set forth below are certain investment restrictions applicable to the
Portfolios. Restrictions 1, 3, 5, and 8-11 are fundamental and may not be
changed without shareholder approval as required by the 1940 Act. Restrictions
2, 4, 6, 7, and 12 are not fundamental and may be changed by the Board of
Directors without shareholder approval.

Neither of the Portfolios available to PRUVIDER Contract owners will:

1. Buy or sell real estate and mortgages, although the Portfolios may buy and
sell securities that are secured by real estate and securities of real
estate investment trusts and of other issuers that engage in real estate
operation. Buy or sell commodities or commodities contracts, except that
the Portfolios may purchase and sell interest rate futures contracts and
related options; and the Portfolios may purchase and sell foreign currency
futures contracts and related options and forward foreign currency exchange
contracts.

2. Except as part of a merger, consolidation, acquisition or reorganization,
invest more than 5% of the value of its total assets in the securities of
any one investment company or more than 10% of the value of its total
assets, in the aggregate, in the securities of two or more investment
companies, or acquire more than 3% of the total outstanding voting
securities of any one investment company.

<PAGE>

3. Acquire securities for the purpose of exercising control or management of
any company except in connection with a merger, consolidation, acquisition
or reorganization.

4. Make short sales of securities or maintain a short position, except that
the Portfolios may sell securities short up to 25% of their net assets and
may make short sales against-the-box. Collateral arrangements entered into
with respect to options, futures contracts and forward contracts are not
deemed to be short sales. Collateral arrangements entered into with respect
to interest rate swap agreements are not deemed to be short sales.

5. Purchase securities on margin or otherwise borrow money or issue senior
securities, except that the fixed income portions of the Portfolios may
enter into reverse repurchase agreements, dollar rolls and may purchase
securities on a when-issued and delayed delivery basis; except that the
money market portion of any Portfolio may enter into reverse repurchase
agreements and may purchase securities on a when-issued and delayed
delivery basis; and except that the Portfolios may purchase securities on a
when-issued or a delayed delivery basis; and except that the Portfolios may
purchase securities on a when-issued or a delayed delivery basis. The Fund
may also obtain such short-term credit as it needs for the clearance of
securities transactions and may borrow from a bank for the account of any
Portfolio as a temporary measure to facilitate redemptions (but not for
leveraging or investment) or to exercise an option, an amount that does not
exceed 5% of the value of the Portfolio's total assets (including the
amount owed as a results of the borrowing) at the time the borrowing is
made. Interest paid on borrowings will not be available for investment.
Collateral arrangements with respect to futures contracts and options
thereon and forward foreign currency exchange contracts (as permitted by
restriction no. 1) are not deemed to be the issuance of a senior security
or the purchase of a security on margin. Collateral arrangement with
respect to the writing of the following options by the Portfolios are not
deemed to be the issuance of a senior security or the purchase of a
security on margin: options on debt securities, equity securities, stock
indexes, foreign currencies. Collateral arrangements entered into by the
Portfolios with respect to interest rate swap agreements are not deemed to
be the issuance of a senior security or the purchase of a security on
margin.

6. Enter into reverse repurchase agreements if, as a result, the Portfolio's
obligations with respect to reverse repurchase agreements would exceed 10%
of the Portfolio's net assets (defined to mean total assets at market value
less liabilities other than reverse repurchase agreements); except that the
fixed income portions of Portfolios may enter into reverse repurchase
agreements and dollar rolls provided that the Portfolio's obligations with
respect to those instruments do not exceed 30% of the Portfolio's net
assets (defined to mean total assets at market value less liabilities other
than reverse repurchase agreements and dollar rolls).

7. Pledge or mortgage assets, except that no more than 10% of the value of any
Portfolio may be pledged (taken at the time the pledge is made) to secure
authorized borrowing and except that a Portfolio may enter into reverse
repurchase agreements. Collateral arrangements entered into with respect to
futures and forward contracts and the writing of options are not deemed to
be the pledge of assets. Collateral arrangements entered into with respect
to interest rate swap agreements are not deemed to be the pledge of assets.

8. Lend money, except that loans of up to 10% of the value of each Portfolio
may be made through the purchase of privately placed bonds, debentures,
notes, and other evidences of indebtedness of a character customarily
acquired by institutional investors that may or may not be convertible into
stock or accompanied by warrants or rights to acquire stock. Repurchase
agreements and the purchase of publicly traded debt obligations are not
considered to be "loans" for this purpose and may be entered into or
purchased by a Portfolio in accordance with its investment objectives and
policies.

9. Underwrite the securities of other issuers, except where the Fund may be
deemed to be an underwriter for purposes of certain federal securities laws
in connection with the disposition of Portfolio securities and with loans
that a Portfolio may make pursuant to item 8 above.

10. Make an investment unless, when considering all its other investments, 75%
of the value of a Portfolio's assets would consist of cash, cash items,
obligations of the United States Government, its agencies or
instrumentalities, and other securities. For purposes of this restriction,
"other securities" are limited for each issuer to not more than 5% of the
value of a Portfolio's assets and to not more than 10% of the issuer's
outstanding voting securities held by the Fund as a whole. Some uncertainty
exists as to whether certain of the types of bank obligations in which a
Portfolio may invest, such as certificates of deposit and bankers'
acceptances, should be classified as "cash items" rather than "other
securities" for purposes of this restriction, which is a diversification
requirement under the 1940 Act. Interpreting most bank obligations as
"other securities" limits the amount a Portfolio may invest in the
obligations of any one bank to 5% of its total assets. If there is an
authoritative decision that any of these obligations are not "securities"
for purposes of this diversification test, this limitation would not apply
to the purchase of such obligations.

<PAGE>

11. Purchase securities of a company in any industry if, as a result of the
purchase, a Portfolio's holdings of securities issued by companies in that
industry would exceed 25% of the value of the Portfolio, except that this
restriction does not apply to purchases of obligations issued or guaranteed
by the U.S. Government, its agencies and instrumentalities or issued by
domestic banks. For purposes of this restriction, neither finance companies
as a group nor utility companies as a group are considered to be a single
industry and will be grouped instead according to their services; for
example, gas, electric, and telephone utilities will each be considered a
separate industry. For purposes of this exception, domestic banks shall
include all banks which are organized under the laws of the United States
or a state (as defined in the 1940 Act), U.S. branches of foreign banks
that are subject to the same regulations as U.S. banks and foreign branches
of domestic banks (as permitted by the SEC).

12. Invest more than 15% of its net assets in illiquid securities. For purposes
of this restriction, illiquid securities are those deemed illiquid pursuant
to SEC regulations and guidelines, as they may be revised from time to
time.

Consistent with item 5 above, the Fund has entered into a credit agreement (the
"Line of Credit") with an unaffiliated lender to facilitate redemptions if
necessary. The maximum commitment under the Line of Credit, which expires on
December 18, 1999, is $250,000,000. The Fund pays a commitment fee at an annual
rate of 0.055 of 1% of the unused portion of the Line of Credit and interest on
any borrowings under the Line of Credit at market rates. As of April 30, 1999,
the Fund had not borrowed against the Line of Credit.

The investments of the Portfolios are generally subject to certain additional
restrictions under the laws of the State of New Jersey. In the event of future
amendments to the applicable New Jersey statutes, each Portfolio will comply,
without the approval of the shareholders, with the statutory requirements as so
modified. The pertinent provisions of New Jersey law as they stand are, in
summary form, as follows:

1. An Account may not purchase any evidence of indebtedness issued, assumed or
guaranteed by any institution created or existing under the laws of the
U.S., any U.S. state or territory, District of Columbia, Puerto Rico,
Canada or any Canadian province, if such evidence of indebtedness is in
default as to interest. "Institution" includes any corporation, joint stock
association, business trust, business joint venture, business partnership,
savings and loan association, credit union or other mutual savings
institution.

2. The stock of a corporation may not be purchased unless: (i) the corporation
has paid a cash dividend on the class of stock during each of the past 5
years preceding the time of purchase; or (ii) during the 5-year period the
corporation had aggregate earnings available for dividends on such class of
stock sufficient to pay average dividends of 4% per annum computed upon the
par value of such stock or upon stated value if the stock has no par value.
This limitation does not apply to any class of stock which is preferred as
to dividends over a class of stock whose purchase is not prohibited.

3. Any common stock purchased must be: (i) listed or admitted to trading on a
securities exchange in the United States or Canada; or (ii) included in the
National Association of Securities Dealers' national price listings of
"over-the-counter" securities; or (iii) determined by the Commissioner of
Insurance of New Jersey to be publicly held and traded and have market
quotations available.

4. Any security of a corporation may not be purchased if after the purchase
more than 10% of the market value of the assets of a Portfolio would be
invested in the securities of such corporation.

As a result of these currently applicable requirements of New Jersey law, which
impose substantial limitations on the ability of the Fund to invest in the stock
of companies whose securities are not publicly traded or who have not recorded a
5-year history of dividend payments or earnings sufficient to support such
payments, the Portfolios will not generally hold the stock of newly organized
corporations. Nonetheless, an investment not otherwise eligible under items 1 or
2 above may be made if, after giving effect to the investment, the total cost of
all such non-eligible investments does not exceed 5% of the aggregate market
value of the assets of the Portfolio.

Investment limitations also arise under the insurance laws and regulations of
Arizona and may arise under the laws and regulations of other states. Although
compliance with the requirements of New Jersey law set forth above will
ordinarily result in compliance with any applicable laws of other states, under
some circumstances the laws of other states could impose additional restrictions
on the Portfolios. For example, the Fund will generally invest no more than 10%
of its assets in the obligations of banks of certain foreign countries.

Current federal income tax laws require that the assets of each Portfolio be
adequately diversified so that Prudential and other insurers with separate
accounts which invest in the Fund, as applicable, and not the Contract owners,
are considered the owners of assets held in the Accounts for federal income tax
purposes. Prudential intends to maintain the assets of each Portfolio pursuant
to those diversification requirements.

<PAGE>

INVESTMENT MANAGEMENT AND DISTRIBUTION ARRANGEMENTS

Prudential is the investment advisor of the Fund. It is the largest insurance
company in the United States. The Fund has entered into an Investment Advisory
Agreement with Prudential under which Prudential will, subject to the direction
of the Board of Directors of the Fund, be responsible for the management of the
Fund, and provide investment advice and related services to each Portfolio.
Prudential has entered into a Service Agreement with its wholly-owned subsidiary
The Prudential Investment Corporation ("PIC"), which provides that PIC will
furnish to Prudential such services as Prudential may require in connection with
Prudential's performance of its obligations under advisory agreements with
clients which are registered investment companies. In addition, Prudential has
entered into a Subadvisory Agreement with its wholly-owned subsidiary Jennison
Associates Capital Corp. ("Jennison") under which Jennison furnishes investment
advisory services in connection with the management of the Prudential Jennison
Portfolio. More detailed information about Prudential and its role as investment
adviser can be found in HOW THE PORTFOLIOS ARE MANAGED in the prospectus.

Under the Investment Advisory Agreement, Prudential receives an investment
management fee as compensation for its services to the Fund. The fee is a daily
charge, payable quarterly, equal to an annual percentage of the average daily
net assets of each individual Portfolio. For the Conservative Balanced
Portfolio, the rate is 0.55%. For the Flexible Managed Portfolio, the rate is
0.60%.

The Investment Advisory Agreement requires Prudential to pay for maintaining any
Prudential staff and personnel who perform clerical, accounting, administrative,
and similar services for the Fund, other than investor services and any daily
Fund accounting services. It also requires Prudential to pay for the equipment,
office space and related facilities necessary to perform these services and the
fees or salaries of all officers and directors of the Fund who are affiliated
persons of Prudential or of any subsidiary of Prudential.

For the years 1998, 1997 and 1996, Prudential received a total of $___________,
$25,757,735, and $23,052,572, respectively, in investment management fees for
the Conservative Balanced Portfolio and $___________, $31,740,440, and
$27,247,674, respectively, for the Flexible Managed Portfolio.

Each Fund Portfolio pays all other expenses incurred in its individual operation
and also pays a portion of the Fund's general administrative expenses allocated
on the basis of the asset size of the respective Portfolios. Expenses that will
be borne directly by the Portfolios include redemption expenses, expenses of
portfolio transactions, shareholder servicing costs, interest, certain taxes,
charges of the custodian and transfer agent, and other expenses attributable to
a particular Portfolio. Expenses that will be allocated among all Fund
Portfolios include legal expenses, state franchise taxes, auditing services,
costs of printing proxies, costs of stock certificates, SEC fees, accounting
costs, the fees and expenses of directors of the Fund who are not affiliated
persons of Prudential or any subsidiary of Prudential, and other expenses
properly payable by the entire Fund. If the Fund is sued, litigation costs may
be directly applicable to one or more Portfolio or allocated on the basis of the
size of the respective Portfolios, depending upon the nature of the lawsuit. The
Fund's Board of Directors has determined that this is an appropriate method of
allocating expenses.

Under the Investment Advisory Agreement, Prudential has agreed to refund to a
Portfolio the portion of the investment management fee for that Portfolio equal
to the amount that the aggregate annual ordinary operating expenses of that
Portfolio (excluding interest, taxes, and brokerage fees and commissions but
including investment management fees) exceeds 0.75% of the Portfolio's average
daily net assets.

The Investment Advisory Agreement with Prudential was most recently approved by
the Fund's Board of Directors, including a majority of the Directors who are not
interested persons of Prudential, on May 28, 1998 with respect to all
Portfolios. The Investment Advisory Agreement was most recently approved by the
shareholders in accordance with instructions from Contract owners at their 1989
annual meeting with respect to the Portfolios. The Investment Advisory Agreement
will continue in effect if approved annually by: (1) a majority of the
non-interested persons of the Fund's Board of Directors; and (2) by a majority
of the entire Board of Directors or by a majority vote of the shareholders of
each Portfolio. The required shareholder approval of the Agreements shall be
effective with respect to any Portfolio if a majority of the voting shares of
that Portfolio vote to approve the Agreements, even if the Agreements are not
approved by a majority of the voting shares of any other Portfolio or by a
majority of the voting shares of the entire Fund. The Agreements provide that
they may not be assigned by Prudential and that they may be terminated upon 60
days' notice by the Fund's Board of Directors or by a majority vote of its
shareholders. Prudential may terminate the Agreements upon 90 days' notice.

The Service Agreement between Prudential and PIC was most recently ratified by
shareholders of the Fund at their 1989 annual meeting with respect to the
Portfolios. The Service Agreement between Prudential and PIC will continue in
effect as to the Fund for a period of more than 2 years from its execution, only
so long as such continuance is

<PAGE>

specifically approved at least annually in the same manner as the Investment
Advisory Agreement between Prudential and the Fund. The Service Agreement may be
terminated by either party upon not less than 30 days prior written notice to
the other party, will terminate automatically in the event of its assignment,
and will terminate automatically as to the Fund in the event of the assignment
or termination of the Investment Advisory Agreement between Prudential and the
Fund. Prudential is not relieved of its responsibility for all investment
advisory services under the Investment Advisory Agreement.

Prudential also serves as the investment adviser to several other investment
companies. When investment opportunities arise that may be appropriate for more
than one entity for which Prudential serves as investment adviser, Prudential
will not favor one over another and may allocate investments among them in an
impartial manner believed to be equitable to each entity involved. The
allocations will be based on each entity's investment objectives and its current
cash and investment positions. Because the various entities for which Prudential
acts as investment adviser have different investment objectives and positions,
Prudential may from time to time buy a particular security for one or more such
entities while at the same time it sells such securities for another.

Prudential is currently considering reorganizing itself into a stock company.
This form of reorganization, known as demutualization, is a complex process that
could take two years to complete. No plan of demutualization has been adopted
yet by Prudential's Board of Directors. Any plan of reorganization adopted by
the Board of Directors would have to be approved by qualified policyholders and
appropriate state insurance regulators. Throughout the process, there will be a
continuing evaluation by the Board of Directors and management of Prudential as
to the desirability of demutualization. The Prudential Board of Directors, in
its discretion, may choose not to demutualize or to delay demutualization for a
time.

DISTRIBUTION ARRANGEMENTS

Prudential Investment Management Services LLC ("PIMS"), an indirect wholly-owned
subsidiary of Prudential, acts as the principal underwriter of the Fund. PIMS is
a limited liability corporation organized under Delaware law in 1996. PIMS is a
registered broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. PIMS= principal
business address is 751 Broad Street, Newark, New Jersey 07102-3777.

The Fund has two classes. Class I shares are sold to separate accounts of
Prudential and its affiliates. Class II shares are not available under the
Contract described in this SAI.

OTHER INFORMATION CONCERNING THE SERIES FUND

INCORPORATION AND AUTHORIZED STOCK

The Fund was incorporated under Maryland law on November 15, 1982. As of the
date of this SAI, the shares of capital stock are divided into thirty-four
classes: Conservative Balanced Portfolio Capital Stock - Class I, Conservative
Balanced Portfolio Capital Stock - Class II, Diversified Bond Portfolio Capital
Stock - Class I, Diversified Bond Portfolio Capital Stock - Class II,
Diversified Conservative Growth Portfolio Capital Stock - Class I, Diversified
Conservative Growth Portfolio Capital Stock - Class II, Equity Portfolio Capital
Stock - Class I, Equity Portfolio Capital Stock - Class II, Equity Income
Portfolio Capital Stock - Class I, Equity Income Portfolio Capital Stock - Class
II, Flexible Managed Portfolio Capital Stock - Class I, Flexible Managed
Portfolio Capital Stock - Class II, Global Portfolio Capital Stock - Class I,
Global Portfolio Capital Stock - Class II, Government Income Portfolio Capital
Stock - Class I, Government Income Portfolio Capital Stock - Class II, High
Yield Bond Portfolio Capital Stock - Class I, Yield Bond Portfolio Capital Stock
- - Class II, Money Market Portfolio Capital Stock - Class I, Money Market
Portfolio Capital Stock - Class II, Natural Resources Portfolio Capital Stock -
Class I, Natural Resources Portfolio Capital Stock - Class II, Prudential
Jennison Portfolio Capital Stock - Class I, Prudential Jennison Portfolio
Capital Stock - Class II, Small Capitalization Stock Portfolio Capital Stock -
Class I, Small Capitalization Stock Portfolio Capital Stock - Class II, Stock
Index Portfolio Capital Stock - Class I, Stock Index Portfolio Capital Stock -
Class II, 20/20 Focus Portfolio Capital Stock - Class I, 20/20 Focus Portfolio
Capital Stock - Class II, Zero Coupon Bond 2000 Portfolio Capital Stock - Class
I, Zero Coupon Bond 2000 Portfolio Capital Stock - Class II, Zero Coupon Bond
2005 Portfolio Capital Stock Class I and Zero Coupon Bond 2005 Portfolio Capital
Stock - Class II.

Each class of shares of each Portfolio represents an interest in the same assets
of the Portfolio and is identical in all respects except that (1) Class II
shares are subject to distribution and administration fees whereas Class I
shares are not; (2) each class has exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and has
separate voting rights on any matter submitted to shareholders in which the
interest of one class differ from the interests of any class; and (3) each class
is offered to a limited group of investors.

<PAGE>

The shares of each class, when issued, will be fully paid and non-assessable,
will have no conversion, exchange or similar rights, and will be freely
transferable. Each share of each class is equal as to earnings, assets and
voting privileges. Class II bears the expenses related to the distribution of
its shares. In the event of liquidation, each share of a Portfolio is entitled
to its portion of all of the Portfolio's assets after all debts and expenses of
the Portfolio have been paid. Since Class II shares bear distribution and
administration expenses, the liquidation proceeds to Class II shareholders are
likely to be lower that to Class I shareholders, whose shares are not subject to
any distribution or administration fees.

From time to time, Prudential has purchased shares of the Fund to provide
initial capital and to enable the Portfolios to avoid unrealistically poor
investment performance that might otherwise result because the amounts available
for investment are too small. Prudential will not redeem any of its shares until
a Portfolio is large enough so that redemption will not have an adverse effect
upon investment performance. Prudential will vote its shares in the same manner
and in the same proportion as the shares held by the separate accounts that
invest in the Fund, which in turn, are generally voted in accordance with
instructions from Contract owners.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Prudential, as the Portfolio's investment adviser, is responsible for decisions
to buy and sell securities, options on securities and indexes, and futures and
related options for the Fund. Prudential is also responsible for the selection
of brokers, dealers, and futures commission merchants to effect the transactions
and the negotiation of brokerage commissions, if any. Broker-dealers may receive
brokerage commissions on Portfolio transactions, including options and the
purchase and sale of underlying securities upon the exercise of options. Orders
may be directed to any broker or futures commission merchant including, to the
extent and in the manner permitted by applicable law, Prudential Securities
Incorporated, an indirect wholly-owned subsidiary of Prudential ("PSI").

Equity securities traded in the over-the-counter market and bonds, including
convertible bonds, are generally traded on a "net" basis with dealers acting as
principal for their own accounts without a stated commission, although the price
of the security usually includes a profit to the dealer. In underwritten
offerings, securities are purchased at a fixed price which includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. On occasion, certain money market instruments and U.S.
Government agency securities may be purchased directly from the issuer, in which
case no commissions or discounts are paid. The Fund will not deal with PSI in
any transaction in which PSI acts as principal. Thus, it will not deal with PSI
if execution involves PSI's acting as principal with respect to any part of the
Fund's order.

Portfolio securities may not be purchased from any underwriting or selling
syndicate of which PSI, during the existence of the syndicate, is a principal
underwriter (as defined in the 1940 Act) except in accordance with rules of the
SEC. This limitation, in the opinion of the Fund, will not significantly affect
the Portfolios' current ability to pursue their respective investment
objectives. However, in the future it is possible that the Fund may under other
circumstances be at a disadvantage because of this limitation in comparison to
other funds not subject to such a limitation.

In placing orders for portfolio securities, Prudential is required to give
primary consideration to obtaining the most favorable price and efficient
execution. Within the framework of this policy, Prudential will consider the
research and investment services provided by brokers, dealers or futures
commission merchants who effect or are parties to portfolio transactions,
Prudential or Prudential's other clients. Such research and investment services
are those which brokerage houses customarily provide to institutional investors
and include statistical and economic data and research reports on particular
companies and industries. Such services are used by Prudential in connection
with all of its investment activities, and some of such services obtained in
connection with the execution of transactions for the Portfolios may be used in
managing other investment accounts. Conversely, brokers, dealers or futures
commission merchants furnishing such services may be selected for the execution
of transactions for such other accounts, and the services furnished by such
brokers, dealers or futures commission merchants may be used by Prudential in
providing investment management for the Portfolios. Commission rates are
established pursuant to negotiations with the broker, dealer or futures
commission merchant based on the quality and quantity of execution services
provided by the broker in the light of generally prevailing rates. Prudential's
policy is to pay higher commissions to brokers, other than PSI, for particular
transactions than might be charged if a different broker had been selected on
occasions when, in Prudential's opinion, this policy furthers the objective of
obtaining best price and execution. Prudential's present policy is not to permit
higher commissions to be paid on Fund transactions in order to secure research,
statistical, and investment services from brokers. Prudential might in the
future authorize the payment of such higher commissions but only with the prior
concurrence of the Board of Directors of the Fund, if it is determined that the
higher commissions are necessary in order to secure desired research and are
reasonable in relation to all the services that the broker provides.

<PAGE>

Subject to the above considerations, PSI may act as a securities broker or
futures commission merchant for the Fund. In order for PSI to effect any
transactions for the Portfolios, the commissions received by PSI must be
reasonable and fair compared to the commissions received by other brokers in
connection with comparable transactions involving similar securities being
purchased or sold on a securities exchange during a comparable period of time.
This standard would allow PSI to receive no more than the remuneration that
would be expected to be received by an unaffiliated broker or futures commission
merchant in a commensurate arm's-length transaction. Furthermore, the Board of
Directors of the Fund, including a majority of the directors who are not
"interested" persons, has adopted procedures which are reasonably designed to
provide that any commissions, fees or other remuneration paid to PSI are
consistent with the foregoing standard. In accordance with Rule 11a2-2(T) under
the Securities Exchange Act of 1934, PSI may not retain compensation for
effecting transactions on a national securities exchange for the Fund unless the
Fund has expressly authorized the retention of such compensation in a written
contract executed by the Fund and PSI. Rule 11a2-2(T) provides that PSI must
furnish to the Fund at least annually a statement setting forth the total amount
of all compensation retained by PSI from transactions effected for the Fund
during the applicable period. Brokerage and futures transactions with PSI are
also subject to such fiduciary standards as may be imposed by applicable law.

For the years 1998, 1997, and 1996, the Conservative Balanced Portfolio paid $
__________, $3,338,897, and $2,192,303, respectively, in brokerage commissions
and the Flexible Managed Portfolio paid $_____________, $6,544,428,and
$5,760,972, respectively, in brokerage commissions. Of those amounts, for 1998,
1997, and 1996, the Conservative Balanced Portfolio paid $ ___________,
$256,752, and $120,976, respectively, to Prudential Securities Incorporated, and
the Flexible Managed Portfolio paid $ __________, $428,008, and $582,317,
respectively, to Prudential Securities Incorporated. For 1998, the percentage of
commissions paid to Prudential Securities Incorporated was __% for the
Conservative Balanced Portfolio and ___% for the Flexible Managed Portfolio. For
1998, the percentage of the aggregate dollar amount of transactions effected
through Prudential Securities Incorporated was ___% for the Conservative
Balanced Portfolio and ___% for the Flexible Managed Portfolio.

CUSTODIANS

Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street, Kansas City,
MO 64105-1716, is the custodian of the assets held by the Portfolios. IFTC is
also the custodian of the assets held in connection with repurchase agreements
entered into by the Portfolios, and is authorized to use the facilities of the
Depository Trust Company and the facilities of the book-entry system of the
Federal Reserve Bank with respect to securities held by these Portfolios. IFTC
employs subcustodians, who were approved in accordance with regulations of the
SEC, for the purpose of providing custodial service for the Fund's foreign
assets held outside the United States.

EXPERTS

The financial statements included in this statement of additional information
and the FINANCIAL HIGHLIGHTS included in the prospectus for the years ended
December 31, 1998 and December 31, 1997 have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in their report
appearing herein. The Fund is relying on PricewaterhouseCoopers= report which is
given on their authority as accounting and auditing experts.
PricewaterhouseCoopers LLP's principal business address is 1177 Avenue of the
Americas, New York, NY 10036.

LICENSES

As part of the Investment Advisory Agreement, Prudential has granted the Fund a
royalty-free, non-exclusive license to use the words "The Prudential" and
"Prudential" and its registered service mark of a rock representing the Rock of
Gibraltar. However, Prudential may terminate this license if Prudential or a
company controlled by it ceases to be the Fund's investment adviser. Prudential
may also terminate the license for any other reason upon 60 days' written
notice; but, in this event, the Investment Advisory Agreement shall also
terminate 120 days following receipt by the Fund of such notice, unless a
majority of the outstanding voting securities of the Fund vote to continue the
Agreement notwithstanding termination of the license.

The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes no
representation or warranty, express or implied, to Contract owners or any member
of the public regarding the advisability of investing in securities generally or
in the Fund particularly or the ability of the S&P 500 Index or the S&P SmallCap
600 Index to track general stock market performance. S&P's only relationship to
the Fund is the licensing of certain trademarks and trade names of S&P and the
S&P 500 Index. The S&P 500 Index and the S&P SmallCap 600 Index are determined,
composed and calculated by S&P without regard to the Fund, the Stock Index
Portfolio or the Small Capitalization Stock Portfolio. S&P has no obligation to
take the needs of the Fund or the Contract owners into consideration in
determining, composing or calculating the S&P 500 Index or the S&P SmallCap 600
Index. S&P is not responsible for and has not participated in the determination
of the prices and amount of the Fund shares or the timing of the issuance or
sale of

<PAGE>

those shares or in the determination or calculation of the equation by which the
shares are to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Fund shares.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX, THE S&P SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES
NO WARRANTY, EXPRESS OR IMPLIED AS TO THE RESULTS TO BE OBTAINED BY THE FUND,
CONTRACT OWNERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500
INDEX, THE S&P SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
S&P 500 INDEX, THE S&P SMALLCAP 600 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS,
EVEN IF NOTIFIES OF THE POSSIBILITY OF SUCH DAMAGES.

DEBT RATINGS

Moody's Investors Services, Inc. describes its categories of corporate debt
securities and its "Prime-1" and "Prime-2" commercial paper as follows:

Bonds:

Aaa -- Bonds which are rated "Aaa" are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa -- Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the long
term risks appear somewhat larger than in Aaa securities.

A -- Bonds which are rated "A" possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.

Baa -- Bonds which are rated "Baa" are considered as medium grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba -- Bonds which are rated "Ba" are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate,
and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this class.

B -- Bonds which are rated "B" generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.

Caa -- Bonds which are rated "Caa" are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.

Ca -- Bonds which are rated "Ca" represent obligations which are speculative
in a high degree. Such issues are often in default or have other
marked shortcomings.

C -- Bonds which are rated "C" are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

<PAGE>

Commercial paper:

o Issuers rated Prime-1 (or supporting institutions) have a superior ability
for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

- -- Leading market positions in well-established industries.

- -- High rates of return of funds employed.

- -- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

- -- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

- -- Well established access to a range of financial markets and assured sources
of alternate liquidity.

o Issuers rated Prime-2 (or supporting institutions) have a strong ability
for repayment of short-term debt obligations. This will normally be
evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

Standard & Poor's Ratings Services describes its grades of corporate debt
securities and its "A" commercial paper as follows:

Bonds:

AAA Debt rated "AAA" has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.

AA Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in
small degree.

A Debt rated "A" has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher-rated categories.

BBB Debt rated "BBB" is regarded as having adequate capacity to pay
interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category than in higher-rated categories.

BB-B-CCC-CC-C Debt rated "BB", "B", "CCC", "CC", and "C" is regarded as having
predominantly speculative characteristics with respect to
capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest. While such debt
will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major exposures to
adverse conditions.

Commercial paper:

Commercial paper rated A by Standard & Poor's Ratings Services
has the following characteristics: Liquidity ratios are better
than the industry average. Long term senior debt rating is "A" or
better. In some cases BBB credits may be acceptable. The issuer
has access to at least two additional channels of borrowing.
Basic earnings and cash flow have an upward trend with allowances
made for unusual circumstances. Typically, the issuer's industry
is well established, the issuer has a strong position within its
industry and the reliability and quality of management is
unquestioned. Issuers rated A are further referred to by use of
numbers 1, 2 and 3 to denote relative strength within this
classification.

<PAGE>

DIRECTORS AND OFFICERS OF PRUCO LIFE AND MANAGEMENT OF THE SERIES FUND

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.

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

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

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

KIYOFUMI SAKAGUCHI, Director. -- President, Prudential International Insurance
Group since 1995; 1994 to 1995: Chairman and Chief Executive Officer, The
Prudential Life Insurance Co., Ltd.

OFFICERS WHO ARE NOT DIRECTORS

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

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

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

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

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

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

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

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

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.

<PAGE>

MANAGEMENT OF THE SERIES FUND

The names of all directors and major officers of the Series Fund and the
principal occupation of each during the last five years are shown below. Unless
otherwise stated, the address of each director and officer is 751 Broad Street ,
Newark, New Jersey 07102-3777.

DIRECTORS OF THE SERIES FUND

MENDEL A. MELZER, CFA*, 38, Chairman of the Board -- Chief Investment Officer of
Prudential Investments since 1998; 1996 to 1998: Chief Investment Officer of
Prudential Mutual Funds; 1995 to 1996: Chief Financial Officer of the Money
Management Group of Prudential; 1993 to 1995: Senior Vice President and Chief
Financial Officer of Prudential Preferred Financial Services; Prior to 1993:
Managing Director, The Prudential Investment Corporation.

E. MICHAEL CAULFIELD*, 52, Director -- Executive Vice President, Prudential
Financial Management since 1998; 1995 to 1998: Chief Executive Officer of
Prudential Investments; 1995: Chief Executive Officer, Prudential Preferred
Financial Services; 1993 to 1995: President, Prudential Preferred Financial
Services; 1992 to 1993: President, Prudential Property and Casualty Insurance
Company; Prior to 1992: President of Investment Services of Prudential.

SAUL K. FENSTER, 66, Director -- President of New Jersey Institute of
Technology. Address: 323 Martin Luther King Boulevard, Newark, New Jersey 07102.

W. SCOTT MCDONALD, JR., 62, Director -- Vice President, Kaludis Consulting Group
since 1997; 1995 to 1996: Principal, Scott McDonald & Associates; Prior to 1995:
Executive Vice President of Fairleigh Dickinson University. Address: 9 Zamrok
Way, Morristown, New Jersey 07960.

JOSEPH WEBER, 75, Director -- Vice President, Interclass (international
corporate learning). Address: 37 Beachmont Terrace, North Caldwell, New Jersey
07006.

OFFICERS WHO ARE NOT DIRECTORS

CAREN A. CUNNINGHAM, Secretary--Assistant General Counsel of Prudential Mutual
Fund Management, Inc. since 1997; 1994 to 1997: Vice President and Associate
General Counsel of Smith Barney Mutual Fund Management Inc.; 1992 to 1994:
Assistant Vice President and Counsel, The Boston Company.

GRACE C. TORRES, Treasurer and Principal Financial and Accounting Officer--First
Vice President of PIFM since 1996; 1994 to 1996: First Vice President of
Prudential Securities Inc.; Prior to 1994: Vice President of Bankers Trust
Corporation.

STEPHEN M. UNGERMAN, Assistant Treasurer--Vice President and Tax Director of
Prudential Investments since 1996; 1993 to 1996: First Vice President of
Prudential Mutual Fund Management, Inc.

No director or officer of the Fund who is also an officer, director or employee
of Prudential or its affiliates is entitled to any remuneration from the Fund
for services as one of its directors or officers. An single annual retainer fee
of $35,000 is paid to each of the directors who is not an interested person of
the Fund for services rendered to five different Prudential mutual funds,
including this Fund. (The amount paid in respect of each fund is determined on
the basis of the funds' relative average net assets.) The directors who are not
interested persons of the Fund are also reimbursed for all expenses incurred in
connection with attendance at meetings.

*These members of the Board are interested persons of Prudential, its affiliates
or the Fund as defined in the 1940 Act. Certain actions of the Board, including
the annual continuance of the Investment Advisory Agreement between the Fund and
Prudential, must be approved by a majority of the members of the Board who are
not interested persons of Prudential, its affiliates or the Fund. Mr. Melzer and
Mr. Caulfield, two of the five members of the Board, are interested persons of
Prudential and the Fund, as that term is defined in the 1940 Act, because they
are officers and/or affiliated persons of Prudential, the investment advisor to
the Fund. Messrs. Fenster, McDonald, and Weber are not interested persons of
Prudential, its affiliates or the Fund. However, Mr. Fenster is President of the
New Jersey Institute of Technology. Prudential has issued a group annuity
contract to the Institute and provides group life and group health insurance to
its employees.

<PAGE>

The following table sets forth the aggregate compensation paid by the Fund to
the Directors who are not affiliated with Prudential for the fiscal year ended
December 31, 1998 and the aggregate compensation paid to such Directors for
service on the Fund's Board and the Boards of any other investment companies
managed by Prudential for the calendar year ended December 31, 1998. Below are
listed all Directors who have served the Fund during its most recent fiscal
year.

<TABLE>
<CAPTION>
COMPENSATION TABLE

Pension or
Retirement Estimated
Benefits Annual
Aggregate Accrued as Part Benefits Total Compensation
Compensation from of Series Fund Upon Related to Funds
Name and Position Series Fund Expenses Reirement Managed by Prudential(**)
- ----------------- ----------- -------- --------- -------------------------

<S> <C> <C> <C> <C>
E. Michael Caulfield* -- --
Saul K. Fenster None N/A $35,000 (5)
W. Scott McDonald None N/A $35,000 (5)
Mendel A. Melzer, CFA* -- --
Joseph Weber None N/A $35,000 (5)
</TABLE>

* Directors who are "interested" do not receive compensation from Prudential
(including the Fund).

** Indicates number of funds (including the Fund) to which aggregate
compensation relates.

[As of April 30, 1999, the Directors and officers of the Fund, as a group,
beneficially owned less than one percent of the outstanding shares of the Fund
capital stock.]

<PAGE>

FINANCIAL STATEMENTS OF
THE PRUDENTIAL SERIES FUND, INC.

<PAGE>

PRUvider(sm)
Variable Appreciable Life(r)
Insurance

[GRAPHIC OMITTED]

Pruco Life Insurance Company
213 Washington Street, Newark, NJ 07102-2992
Telephone 800 437-4016

SVAL-1SAI Ed. 5/99 CAT# 64M086G

<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 PRUvider Variable Appreciable Life Insurance Contracts registered by this
registration statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses to be incurred, and the risks assumed by the
depositor.

UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

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

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

II-1

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

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

The prospectus consisting of 47 pages.

The Statement of Additional Information consisting of 31 pages.

The undertaking to file reports.

The representation with respect to charges.

The undertaking with respect to indemnification.

The signatures.

Written consents of the following persons:

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

The following exhibits:

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

A. (1) Resolution of Board of Directors of Pruco Life Insurance
Company establishing the Pruco Life PRUvider Variable
Appreciable Account. (Note 6)

(2) Not Applicable.

(3) Distributing Contracts:

(a) Distribution Agreement between Pruco Securities
Corporation and Pruco Life Insurance Company. (Note 6)

(b) Proposed form of Agreement between Pruco Securities
Corporation and independent brokers with respect to the
Sale of the Contracts. (Note 6)

(4) Not Applicable.

(5) PRUvider Variable Appreciable Life Insurance Contract. (Note
6)

(6) (a) Articles of Incorporation of Pruco Life Insurance
Company, as amended October 19, 1993. (Note 2)

(b) By-laws of Pruco Life Insurance Company, as amended May
6, 1997. (Note 7)

(7) Not Applicable.

(8) Not Applicable.

(9) Not Applicable.

(10) (a) Application Form. (Note 2)

(b) Supplement to the Application for PRUvider Variable
Appreciable Life Insurance Contract. (Note 6)

(11) Form of Notice of Withdrawal Right. (Note 6)

(12) Memorandum describing Pruco Life Insurance Company's
issuance, transfer, and redemption procedures for the
Contracts pursuant to Rule 6e-3(T)(b)(12)(iii) and method of
computing cash adjustment upon exercise of right to exchange
for fixed-benefit insurance pursuant to Rule
6e-3(T)(b)(13)(v)(B). (Note 4)

(13) Available Contract Riders.

(a) Rider for Insured's Payment of Premium Benefit. (Note
6)

(b) Rider for Applicant's Payment of Premium Benefit. (Note
6)

(d) Rider for Option to Purchase Additional Insurance on
Life of Insured. (Note 6)

(e) Rider for Level Term Insurance Benefit on Dependent
Children. (Note 6)

(f) Rider for Level Term Insurance Benefit on Dependent
Children--from Term Conversions. (Note 6)

(g) Rider for Level Term Insurance Benefit on Dependent
Children--from Term Conversions or Attained Age Change.
(Note 6)

(h) Living Needs Benefit Rider

(i) for use in Florida. (Note 2)

II-2

<PAGE>

(ii) for use in all approved jurisdictions except
Florida. (Note 2)

(i) Rider for Term Insurance Benefit on Life of
Insured--Decreasing Amount. (Note 6)

(j) Rider for Term Insurance Benefit on Life of Insured
Spouse--Decreasing Amount. (Note 6)

(k) Endorsement altering the Assignment provision ORD
89224--94-P. (Note 6)

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

3. Opinion and Consent of Clifford E. Kirsch, Esq. as to the legality of
the securities being registered. (Note 9)

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 9)

7. Indemnification Agreement. (Note 6)

8. Powers of Attorney.

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

(b) Kiyofumi Sakaguchi (Note 6)

(d) James M. Schlomann (Note 3)

27. Financial Data Schedule. (Note 9)

(Note 1) Filed herewith.

(Note 2) 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 3) Incorporated by reference to Post-Effective Amendment No. 4 to Form
S-1, Registration No. 33-86780, filed April 9, 1998 on behalf of the
Pruco Life Variable Contract Real Property Account.

(Note 4) Incorporated by reference to Post-Effective Amendment No. 7 to this
Registration Statement, filed April 25, 1996.

(Note 5) 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 6) Incorporated by reference to Post-Effective Amendment No. 8 to this
Registration Statement, filed April 28, 1997.

(Note 7) Incorporated by reference to Form 10-Q, Registration No. 33-37587,
filed August 15, 1997, on behalf of the Pruco Life Insurance Company.

(Note 8) 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 9) To be filed by Post-Effective Amendment to Rule 485(b).

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life PRUvider Variable Appreciable Account, has duly caused this
Post-Effective Amendment No. 10 to the Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, and its seal hereunto
affixed and attested, all in the city of Newark and the State of New Jersey, on
this 24th day of February, 1999.

(Seal) PRUCO LIFE PRUVIDER VARIABLE APPRECIABLE 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. 10 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 24th day of February,
1999.

SIGNATURE AND TITLE

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

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

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

/s/ * *By: /s/ Thomas C. Castano
- ---------------------------------------- -------------------------
William M. Bethke Thomas C. Castano
Director (Attorney-in-Fact)

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

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

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

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

II-4