U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Pruco Life Insurance Company
Pruco Life Flexible Premium Variable Annuity Account
213 Washington Street
Newark, New Jersey 07102
2. Name of each series or class of funds for which this notice is filed:
N/A
3. Investment Company Act File Number:
812-9740
Securities Act File Number:
33-61125
4. Last Day of fiscal year for which this noticed is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of Termination of issuer's declaration under rule 24f-2(a)(1),
If applicable (see instruction a.6):
N/A
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
-0-
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2.
- 0 -
9. Number and aggregate sale price of securities sold during the fiscal
year:
Sale price $ 730,000
Number of shares 47,841
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Sale Price $ 730,000
Number of shares 47,841
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable.
-0-
12. Calculation of registration fee:
(I) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10).
$ 730,000
(II) Aggregate price of shares issued in connection with the dividend
reinvestment plans (from Item 11, If applicable):
-0-
(III) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
$0
(IV) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (If
applicable):
-0-
(V) Net aggregate price of securities sold and issued during the
fiscal year in reliance in rule 24f-2 line (I) plus line (ii) less line
(iii) plus line (iv) (If applicable):
$ 730,000
(VI) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see instruction c.6):
1/2900
(VII) Fee due line (I) or line (v) multiplied by line (VI):
251.72
Instructions: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60
days after the close of the issuer's fiscal year. See instruction c.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of informal and other
Procedures (17 CFR 202.3a).
[X ]
Dates of mailing or wire of filing fees to Commission's lockbox depository:
2/27/96
Signatures
This report has been signed below by the following persons on behalf of the
issuer and in the capacities on the dates indicated.
By:
Stephen P. Tooley
Vice President & Comptroller
Date:
SHEA & GARDNER
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
(202) 828-2000
February 28, 1996
Pruco Life Insurance Company
Pruco Life Flexible Premium Variable Annuity Account
213 Washington Street
Newark, New Jersey 07102
Re: Registration No. 33-61125
Ladies and Gentlemen:
We have served as counsel to Pruco Life Insurance Company (the
"Company") and to Pruco Life Flexible Premium Variable Annuity Account
(the "Account") in connection with the registration with the
Securities and Exchange Commission of an indefinite number of
securities pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended. The Company and the Account are preparing to file a
Rule 24f-2 Notice with the Commission pursuant to which the
registration of $730,000 worth of such securities issued during the
year ended December 31, 1995 is made definite.
Based on our examination of the relevant documents contained in
the Account's registration statement, and assuming that the variable
annuity contracts were issued in accordance with the terms described
in that registration statement, that the Account received payment for
the contracts, and that the appropriate action was taken to qualify
the sale of the variable annuity contracts under applicable state
laws, we are of the opinion that the variable annuity contracts are
valid, legal and binding obligations of the Account in accordance with
their terms and are nonassessable.
We consent to the filing of this opinion, in connection with the
Rule 24f-2 Notice, with the Securities and Exchange Commission.
Very truly yours,
SHEA & GARDNER
By:
Christopher E. Palmer
CEP:mlp
