PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
497, 1998-02-03
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SUPPLEMENT DATED FEBRUARY 3, 1998 TO PROSPECTUS DATED MAY 1, 1997

PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT VARIABLE ANNUITY CONTRACTS

DISCOVERY SELECT/SM/ VARIABLE ANNUITY 

The Death Benefit provision on page 13 of your prospectus is replaced in total 
by the following Death Benefit provision.

DEATH BENEFIT

If the sole or last surviving Annuitant dies prior to the annuity date, Pruco 
Life will, upon receipt of all of the information necessary to make the payment 
(including due proof of death and election of a payment option), pay a death 
benefit to the beneficiary designated by the Contract Owner.

IF THE SOLE OR OLDER ANNUITANT IS AGE 80 WHEN THE DEATH BENEFIT 
ENDORSEMENT IS ISSUED ("ENDORSEMENT DATE")

 .   The Death Benefit on or prior to the Contract Anniversary coinciding with or
    next following his or her 80th birthday is equal to the greater of:

    (1) the Contract Fund value as of the date of due proof of death; and
    (2) the Guaranteed Minimum Death Benefit ("GMDB") as of the date of due 
        proof of death.

 .   The GMDB is calculated daily and is equal to the greater of:

    (1) the 5% annual increase ("Roll-Up"); and
    (2) the highest annual Contract Fund value ("Step-Up").

ROLL-UP

The Roll-Up is equal to the total invested purchase payments (initial and
additional) and is increased daily to the date of death at an effective annual
interest rate of 5%, until the cap maximum is reached. The cap is equal to the
sum of two times each invested purchase payment. The Roll-Up and the cap are
proportionally reduced by the effect of withdrawals. Once the cap is reached,
the Roll-Up can only be increased by the amount of additional invested purchase
payments and will be proportionally reduced by the effect of withdrawals.


DSA-C2
Cat# 42M754F

<PAGE>

STEP-UP

Prior the  first Contract Anniversary, the Step-Up is the initial invested 
purchase payment increased by additional invested purchase payments and 
proportionally reduced by the effect of withdrawals.  The Step-Up for each 
subsequent Contract Anniversary will be reset to the greater of the Contract 
Fund value as of that Contract Anniversary and the prior Step-Up.  Between 
Contract Anniversaries, the Step-Up will be increased by invested purchase 
payments and proportionally reduced by the effect of withdrawals. 

After the Contract Anniversary coinciding with or following the Annuitant's 80th
birthday, the Death Benefit will equal the greater of:

(1) the Contract Fund value as of the date of due proof of death; and
(2) the GMDB as of the Contract Anniversary coinciding with or next following 
    his or her 80th birthday, increased by additional invested purchase payments
    and proportionally reduced by the effect of withdrawals since such Contract 
    Anniversary.

IF THE SOLE OR OLDER ANNUITANT IS UNDER AGE 80 OR OVER ON THE ENDORSEMENT DATE, 
THE DEATH BENEFIT IS EQUAL TO THE GREATER OF:

(1) the Contract Fund value as of the date of due proof of death; and
(2) total invested purchase payments (initial and additional) proportionally 
    reduced by the effect of withdrawals.

For purposes of determining the Death Benefit, "proportionally reduced by the 
effect of withdrawals" means that withdrawals (including any applicable charges)
will reduce other values in the same proportion as they reduce the Contract 
Fund value.

IF THE CONTRACT WAS ISSUED PRIOR TO THE ENDORSEMENT DATE:

(1) the initial value of the Roll-Up and the Step-Up is the total invested 
    purchase payments (initial and additional) less total withdrawals 
    (including any applicable charges) as of the issuance of the Endorsement;
                                       ---------  
(2) the initial value of the cap will be two times the initial value of the 
    Roll-Up; and 
(3) the words, "Prior to the first Contract Anniversary", as used in the 
    description of the Step-Up, means prior to the first Contract Anniversary 
    following the issuance of the Endorsement.

Upon the issuance of the Endorsement, you may not change an Annuitant or 
Co-Annuitant and may add or remove an Annuitant or Co-Annuitant only with our 
prior approval          

<PAGE>

THE DEATH BENEFIT DESCRIBED IN THIS SUPPLEMENT WILL NOT APPLY TO:

(1) Contracts issued prior to the availability of the Endorsement WHOSE OWNERS 
    DO NOT ELECT TO ATTACH THE ENDORSEMENT TO THEIR CONTRACTS; and 
(2) Contracts issued in states in which the Endorsement has not been approved.

In either case, the Contracts will continue to have the Death Benefit calculated
as originally described on page 13 of the prospectus.

The Death Benefit described in this Supplement may not be available in your 
state.

The Death Benefit is payable on the death of the sole or last surviving 
Annuitant, not the Contract Owner.  For a discussion of the required 
distribution rules, SEE TAXES PAYABLE BY CONTRACT OWNERS, page 16.

The beneficiary may receive this amount in a lump sum or under a payout option.
Unless the beneficiary has been irrevocably designated, you may change the 
beneficiary at any time. If the Annuitant dies after he or she has begun to 
receive annuity payments, the Death Benefit, if any, will be determined by the 
type(s) of payout provisions then in effect.

If the annuitant was the sole owner of the Contract, the Annuitant's spouse was 
the sole beneficiary, and the spouse has an unrestricted right to receive the 
death benefit in a lump sum, then the spouse has the right to continue the 
Contract as Annuitant and owner.

PROSPECTUS PROFILE

Please note that upon the issuance of this Endorsement, section 9 of the Profile
is no longer applicable to your Death Benefit.



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