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:
33-61143
4.Last Day of fiscal year for which this noticed is filed:
December 31, 1996
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 $ 138,098,000
Number of shares 9,737,955
10.Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Sale Price $ 138,098,000
Number of shares 9,737,955
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).
$ 138,098,000
(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):
$ 138,098,000
(VI) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see instruction c.6):
1/3300
(VII) Fee due line (I) or line (v) multiplied by line (VI):
$41,847.88
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:
02/25/97
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: __/S/ Linda Dougherty____
Linda Dougherty
Vice President & Comptroller
Date: __02/27/97________
SHEA & GARDNER
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
(202) 828-2000
February 25, 1997
Pruco Life Insurance Company
Pruco Life Flexible Premium Variable Annuity Account
213 Washington Street
Newark, New Jersey 07102
Re: Registration No. 33-61143
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 $138,098,000 worth of such securities
issued during the year ended December 31, 1996 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: _/S/ Christopher E. Palmer
Christopher E. Palmer
CEP:mlp
