PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
485APOS, 1999-08-24
Previous: PIXTECH INC /DE/, 10-Q/A, 1999-08-24
Next: M FUND INC, NSAR-A, 1999-08-24








     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1999

                                                      REGISTRATION NO. 333-06701
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM N-4


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         PRE-EFFECTIVE AMENDMENT NO. ___                     [_]
                         POST-EFFECTIVE AMENDMENT NO. 7                      [X]
                                       AND
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     [_]
                         POST-EFFECTIVE AMENDMENT NO. 9                      [X]
                        (Check appropriate box or boxes)


                                   ----------

                      PRUCO LIFE FLEXIBLE PREMIUM VARIABLE
                                ANNUITY ACCOUNT
                           (Exact Name of Registrant)

                          PRUCO LIFE INSURANCE COMPANY
                               (Name of Depositor)

                              213 WASHINGTON STREET
                          NEWARK, NEW JERSEY 07102-2992
                                 (888) PRU-2888
    (Address and telephone number of depositor's principal executive offices)

                                   ----------

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

                                   Copies to:

      CHRISTOPHER E. PALMER                            LEE D. AUGSBURGER
         SHEA & GARDNER                            ASSISTANT GENERAL COUNSEL
1800 MASSACHUSETTS AVENUE, N.W.                THE PRUDENTIAL INSURANCE COMPANY
     WASHINGTON, D.C. 20036                               OF AMERICA
         (202) 828-2093                                751 BROAD STREET
                                                   NEWARK, NEW JERSEY 07102
                                                       (973) 367-1388


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
     [_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485

     [_] on October 25, 1999 pursuant to paragraph (a)(1) of Rule 485



If appropriate, check the following box:
     [_] this post-effective amendment designates a new effective date for a
          previously filed post-effective amendment.

                      Title of Securities Being Registered:
               Interests in Individual Variable Annuity Contracts

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

<PAGE>

                              CROSS REFERENCE SHEET

                 (AS REQUIRED BY RULE 495(A) UNDER THE 1933 ACT)

     N-4 ITEM NUMBER AND CAPTION                         LOCATION
     ---------------------------                         --------

<TABLE>
<CAPTION>

 PART A
 ------
    <S>                                                <C>
    1. Cover Page......................................Cover Page

    2. Definitions ....................................Glossary

    3. Synopsis or Highlights..........................Summary

    4. Condensed Financial Information.................Accumulation Unit Values Chart

    5. General Description of Registrant,
       Depositor, and Portfolio........................Cover Page; (Pruco Life Insurance Company, The Separate Account); What
                                                        Investment Options  Can I Choose?; Other Information
    6. Deductions and Expenses.........................Summary; Summary of Contract Expenses; What are the Expenses Associated with
                                                        the Discovery Select Contract?; Other Information (Sale of the Contract;
                                                        Distributor)

    7. General Description of Variable
        Annuity Contract...............................Cover Page; Summary; Glossary; What is the Discovery Select Variable
                                                        Annuity?; What Investment Options Can I Choose?; Other Information

    8. Annuity Period..................................Summary; What kind of Payments will I Receive during the Income Phase?

    9. Death Benefit...................................Summary; What is the Death Benefit? 10. Purchases and Contract Value
                                                        Summary; What is the Discovery Select Variable Annuity?; Calculating
                                                        Contract Value

   11. Redemptions.....................................Summary;  How Can I Access My Money?; Short Term Cancellation Right or
                                                        "Free Look"
   12. Taxes...........................................Summary; What are the Tax Considerations Associated with the Discovery
                                                         Select Contract?

   13. Legal Proceedings...............................Litigation

   14. Table of Contents of the Statement of
        Additional Information.........................Other Information

 PART B
 ------

   15. Cover Page......................................Cover Page

   16. Table of Contents...............................Table of Contents

   17. General Information and History.................Cover Page; Company

   18. Services........................................Performance Information

   19. Purchase of Securities Being Offered............Part A: Summary; How Can I Purchase A Discovery Select Contract?

   20. Underwriters....................................Part A: Other Information; Part B: Distribution of Discovery Select

   21. Calculation of Performance Data.................Appendix A: Performance Information

   22. Annuity Payments................................Part A: What Kind of Payments Will I Receive During the Income Phase?

  PART C
  ------

   23. Financial Statements............................Part B: Discovery Select Financial Information; Pruco Life Financial
                                                        Information



      Information required to be included in Part C is set forth under the
     appropriate Item, so numbered in Part C to this Registration Statement.

</TABLE>


<PAGE>
















                                     PART A

                      INFORMATION REQUIRED IN A PROSPECTUS







<PAGE>


DISCOVERY SELECT(R)
- --------------------------------------------------------------------------------
Variable Annuity
- --------------------------------------------------------------------------------


PROSPECTUS: OCTOBER 25, 1999


THIS PROSPECTUS DESCRIBES AN INDIVIDUAL VARIABLE ANNUITY CONTRACT OFFERED BY
PRUCO LIFE INSURANCE COMPANY (PRUCO LIFE). PRUCO LIFE IS A WHOLLY OWNED
SUBSIDIARY OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA.

THE FUNDS
- ---------

Discovery Select offers a wide variety of investment choices, including 24
variable investment options that invest in mutual funds managed by these leading
asset managers.

PRUDENTIAL INVESTMENTS
AIM ADVISORS
AMERICAN CENTURY
FRANKLIN ADVISERS
JANUS CAPITAL
MFS
OPPENHEIMER CAPITAL
T. ROWE PRICE
WARBURG PINCUS

PLEASE READ THIS PROSPECTUS
- ---------------------------

Please read this prospectus before purchasing a Discovery Select variable
annuity contract and keep it for future reference. Current prospectuses for each
of the underlying mutual funds accompany this prospectus. These prospectuses
contain important information about the mutual funds. Please read these
prospectuses and keep them for reference.

TO LEARN MORE ABOUT DISCOVERY SELECT
- ------------------------------------


To learn more about the Discovery Select variable annuity, you can request a
copy of the Statement of Additional Information (SAI) dated October 25, 1999.
The SAI has been filed with the Securities and Exchange Commission (SEC) and is
legally a part of this prospectus. Pruco Life also files other reports with the
SEC. All of these filings can be reviewed and copied at the SEC's offices, and
can also be obtained from the SEC's Public Reference Section, 450-5th Street
N.W., Washington, D.C. 20549. The SEC also maintains a Web site
(http://www.sec.gov) that contains the Discovery Select SAI, material
incorporated by reference, and other information regarding registrants that file
electronically with the SEC. The Table of Contents of the SAI is on Page 33 of
this prospectus.


FOR A FREE COPY OF THE SAI CALL US AT:

- -->  (888) PRU-2888 or write to us at:

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

- -->  Prudential Annuity Service Center
     P.O. Box 14215
     New Brunswick, New Jersey 08906

THE SEC HAS NOT DETERMINED THAT THIS CONTRACT IS A GOOD INVESTMENT, NOR HAS THE
SEC DETERMINED THAT THIS PROSPECTUS IS COMPLETE OR ACCURATE. IT IS A CRIMINAL
OFFENSE TO STATE OTHERWISE. INVESTMENT IN A VARIABLE ANNUITY CONTRACT IS SUBJECT
TO RISK, INCLUDING THE POSSIBLE LOSS OF YOUR MONEY. AN INVESTMENT IN DISCOVERY
SELECT IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


                                                                               1
<PAGE>


Contents
- --------------------------------------------------------------------------------

PART I: DISCOVERY SELECT PROSPECTUS

SUMMARY

Glossary..........................................4
Summary ..........................................5
Summary of Contract Expenses......................7
Expense Examples..................................9

PART II: DISCOVERY SELECT PROSPECTUS


SECTIONS 1-10


Section 1: What is the Discovery Select
Variable Annuity?................................12
Short Term Cancellation Right or "Free Look".....12

Section 2:  What Investment Options
Can I Choose?....................................13
Variable Investment Options......................13
Fixed Interest-Rate Options......................14
Transfers Among Options..........................14
Dollar Cost Averaging............................14
Asset Allocation Program.........................15
Auto-Rebalancing.................................15
Voting Rights....................................15
Substitution.....................................15

Section 3: What Kind of Payments Will I Receive
During the Income Phase?(Annuitization)..........16
Payment Provisions...............................16
Option 1: Annuity Payments for a
     Fixed Period................................16
Option 2: Life Annuity with 120 Payments
     (10 Years) Certain..........................16
Option 3: Interest Payment Option................16
Option 4: Other Annuity Options..................16

Section 4: What is the Death Benefit?............17
Beneficiary......................................17
Calculation of the Death Benefit.................17


Section 5: What is the Retirement
Income Guarantee?..................................

Section 6: How Can I Purchase a Discovery

Select Contract?...................................
Purchase Payments..................................
Allocation of Purchase Payments....................
Calculating Contract Value.........................


Section 7: What are the Expenses Associated
with the Discovery Select Contract?................

Insurance Charges..................................
Annual Contract Fee................................
Withdrawal Charge..................................
Critical Care Access...............................
Premium Taxes......................................
Transfer Fee.......................................
Company Taxes......................................


Section 8: How Can I Access My Money?..............

Automated Withdrawals..............................
Suspension of Payments or Transfers................


Section 9: What are the Tax Considerations
Associated with the Discovery Select Contract?.....

Taxes Payable by You...............................
Taxes on Withdrawals and Surrender.................
Taxes on Annuity Payments..........................
Penalty Taxes on Withdrawals and
     Annuity Payments .............................
Taxes Payable by Beneficiaries.....................
Withholding of Tax from Distributions..............
Annuity Qualification..............................
Diversification and Investor Control...............
Required Distributions Upon Your Death.............
Changes in the Contract............................
Additional Information.............................
Contracts Held by Tax Favored Plans................


Section 10: Other Information......................

Pruco Life Insurance Company.......................
The Separate Account...............................
Experts............................................
Sale of the Contract and Distributor...............
Assignment.........................................
Financial Statements...............................
Year 2000 Compliance...............................
Statement of Additional Information................
Accumulation Unit Values...........................

Market-Value Adjustment Formula ...................



PART III: VARIABLE INVESTMENT OPTIONS'

PROSPECTUSES

The Prudential Series Fund.........................
AIM Variable Insurance Funds, Inc..................
American Century Variable Portfolios, Inc..........
Janus Aspen Series.................................
MFS Variable Insurance Trust.......................
OCC Accumulation Trust.............................
Templeton Variable Products Series Fund............
T. Rowe Price......................................
Warburg Pincus Trust...............................


2
<PAGE>

Glossary
- --------------------------------------------------------------------------------

WE HAVE TRIED TO MAKE THIS PROSPECTUS AS EASY TO READ AND UNDERSTAND AS
POSSIBLE. BY THE NATURE OF THE CONTRACT, HOWEVER, CERTAIN TECHNICAL WORDS OR
TERMS ARE UNAVOIDABLE. WE HAVE IDENTIFIED THE FOLLOWING AS SOME OF THESE WORDS
OR TERMS.

ACCUMULATION PHASE
- ------------------
The period that begins with the contract date (see below definition) and ends
when you start receiving income payments or earlier if the contract is
terminated through a full withdrawal or payment of a death benefit.

ANNUITANT
- ---------
The person whose life determines how long the contract lasts and the amount of
income payments that will be paid.

ANNUITY DATE
- ------------
The date when income payments are scheduled to begin.

BENEFICIARY
- -----------
The person(s) or entity you have chosen to receive a death benefit.

CASH VALUE
- ----------
This is the total value of your contract minus any withdrawal charge(s) or
market-value adjustment, if applicable.

CONTRACT DATE
- -------------
The date we receive your initial purchase payment and all necessary paperwork in
good order at the Prudential Annuity Service Center. Contract anniversaries are
measured from the contract date. A contract year starts on the contract date or
on a contract anniversary.

CONTRACT OWNER, OWNER OR YOU
- ----------------------------
The person entitled to the ownership rights under the contract.

CONTRACT VALUE
- --------------
The total value of the amounts in a contract allocated to the variable
investment options and the interest-rate options as of a particular date.

DEATH BENEFIT
- -------------
If the sole or last surviving annuitant dies, the designated person(s) or the
beneficiary, will receive, at a minimum, the total amount invested or a
potentially greater amount related to market appreciation. See "What is the
Death Benefit?" on page 17.

INCOME OPTIONS
- --------------
Options under the contract that define the frequency and duration of income
payments. In your contract, these are referred to as payout or annuity options.

INTEREST-RATE OPTION
- --------------------
An investment option that offers a fixed-rate of interest for either a one-year
(fixed-rate option) or a seven-year period (market-value adjustment option).

PRUDENTIAL ANNUITY SERVICE CENTER
- ---------------------------------
P.O. Box 14215, New Brunswick, New Jersey, 08906. The phone number is
1-888-PRU-2888.

PURCHASE PAYMENTS
- -----------------
The amount of money you pay us to purchase the contract. Generally, you can make
additional purchase payments at any time during the accumulation phase.


RETIREMENT INCOME GUARANTEE
- ---------------------------
The Retirement Income Guarantee (RIG) is a feature which provides the option to
receive guaranteed minimum income benefits with payments for life with a period
certain.


SEPARATE ACCOUNT
- ----------------
Purchase payments allocated to the variable investment options are held by us in
a separate account called the Pruco Life Flexible Premium Variable Annuity
Account. The Separate Account is set apart from all of the general assets of
Pruco Life.

TAX DEFERRAL
- ------------
This is a way to increase your assets without currently being taxed. You do not
pay taxes on your contract earnings until you take money out of your contract.

VARIABLE INVESTMENT OPTION
- --------------------------
When you choose a variable investment option, we purchase shares of the mutual
fund which are held as an investment for that option. We hold these shares in
the Separate Account. The division of the Separate Account of Pruco Life that
invests in a particular mutual fund is referred to in your contract as a
subaccount.


                                                                               3
<PAGE>




























                                    [BLANK]




















4
<PAGE>



Summary of Sections 1-10
- --------------------------------------------------------------------------------


FOR A MORE COMPLETE DISCUSSION OF THE FOLLOWING TOPICS, SEE THE CORRESPONDING
SECTION IN THE PROSPECTUS.

SECTION 1

WHAT IS THE DISCOVERY SELECT VARIABLE ANNUITY?

This variable annuity contract, offered by Pruco Life, is a contract between
you, as the owner, and us. The contract allows you to invest on a tax-deferred
basis in one or more of 24 variable investment options. There are also two fixed
interest rate options which are available in most states. The contract is
intended for retirement savings or other long-term investment purposes and
provides a death benefit and guaranteed income options.

    The variable investment options are designed to offer the opportunity over
the long term for a better return than the fixed interest rate option. However,
this is NOT guaranteed. It is possible, due to market changes, that your
investments may decrease in value.


    The fixed interest-rate options offer an interest rate that is guaranteed.
While your money is in the fixed account, your principal amount is guaranteed
and the interest amount that your money will earn is guaranteed by us to always
be at least 3.0%. Payments allocated to the fixed interest-rate options become
part of Pruco Life's general assets. As a result, the strength of our guarantee
is based on the overall financial strength of Pruco Life.


    You can invest your money in any or all of the variable investment options
and the interest-rate options. You are allowed 12 transfers each contract year
among the variable investment options, without a charge. There are certain
restrictions on transfers involving the interest-rate options.

    The contract, like all deferred annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, earnings
grow on a tax-deferred basis and are taxed as income when you make a withdrawal.
The income phase starts when you begin receiving regular payments from your
contract. The amount of money you are able to accumulate in your contract during
the accumulation phase will help determine the amount of payments you will
receive during the income phase. Other factors will affect the amount of your
payments such as, age, gender and the payout option you selected.

     For an additional charge, you can elect the Retirement Income Guarantee
which guarantees a minimum level of annuity payments during the income phase of
your contract.


Free Look. If you change your mind about owning Discovery Select, you may cancel
your contract within 10 days after receiving it (or whatever time period is
required in the state where the contract was issued).

SECTION 2

WHAT INVESTMENT OPTIONS CAN I CHOOSE?

You can invest your money in any or all of the variable investment options that
invest in the mutual funds described in the fund prospectuses provided with this
prospectus:

THE PRUDENTIAL SERIES FUND

    Diversified Bond Portfolio
    Diversified Conservative Growth Portfolio
    Equity Income Portfolio
    Equity Portfolio
    Global Portfolio
    High Yield Bond Portfolio
    Money Market Portfolio
    Prudential Jennison Portfolio
    Small Capitalization    Stock Portfolio
    Stock Index Portfolio
    20/20 Focus Portfolio

AIM VARIABLE INSURANCE FUNDS, INC.

    AIM V.I. Growth and Income Fund
    AIM V.I. Value Fund

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

    American Century VP Value

JANUS ASPEN SERIES

    Growth Portfolio
    International Growth Portfolio

MFS VARIABLE INSURANCE TRUST

    Emerging Growth Series
    Research Series

OCC ACCUMULATION TRUST

    Managed Portfolio
    Small Cap Portfolio


                                                                               5
<PAGE>

Summary of Sections 1-10 continued
- --------------------------------------------------------------------------------


TEMPLETON VARIABLE PRODUCTS SERIES FUND

    Franklin Small Cap Investments Fund - Class 2

T.ROWE PRICE

    Equity Series - Equity Income Portfolio
    International Series - International Stock Portfolio

WARBURG PINCUS Trust

    Post-Venture Capital Portfolio

    Depending upon market conditions, you may earn or lose money in any of these
options. The value of your contract will fluctuate depending upon the investment
performance of the mutual funds used by the variable investment options you
choose. Performance information for the variable investment options is provided
in the Statement of Additional Information (SAI). Past performance is not a
guarantee of future results.


    You can also put your money into one or both of the interest-rate options.
The market value adjustment option is not available to residents of Maryland,
Oregon and Washington.


SECTION 3

WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE? (ANNUITIZATION)

If you want to receive regular income from your annuity, you can choose one of
several options, including guaranteed payments for the annuitant's lifetime.
Once you begin receiving regular payments, you cannot change your payment plan.

SECTION 4

WHAT IS THE DEATH BENEFIT?

If the sole or last surviving annuitant dies, the designated person(s) or the
beneficiary will receive at a minimum, the total amount invested or a
potentially greater amount related to market appreciation.


SECTION 5

WHAT IS THE RETIREMENT INCOME GUARANTEE?

The Retirement Income Guarantee is an optional feature that guarantees a minimum
level of annuity payments during the income phase of your contract. If you elect
the Retirement Income Guarantee feature, the amount used to provide the income
is locked in and applied to guaranteed annuity purchase rates in order to
calculate the guaranteed minimum income payments. If the annuity payment that
you would receive without this feature would be greater, your income payments
will reflect this higher amount.

SECTION 6


HOW CAN I PURCHASE A DISCOVERY SELECT ANNUITY CONTRACT?

You can purchase this contract, under most circumstances, with a minimum initial
purchase payment of $10,000. You can add $1,000 or more at any time during the
accumulation phase of the contract. Your representative can help you fill out
the proper forms.


SECTION 7


WHAT ARE THE EXPENSES ASSOCIATED WITH THE DISCOVERY SELECT CONTRACT?

The contract has insurance features and investment features, and there are costs
related to each.

    Each year we deduct a $30 contract maintenance charge if your contract value
is less than $50,000. For insurance and administrative costs, we also deduct an
annual charge of 1.40% of the average daily value of all assets allocated to the
variable investment options. This charge is not assessed against amounts
allocated to the interest-rate investment options.


    There are a few states/jurisdictions that assess a premium tax when you
begin receiving regular income payments from your annuity. In those states, we
will impose a required premium tax charge which can range up to 5%.


    There are also charges associated with the mutual funds. The annual charges
of the mutual funds currently range from 0.37% to 1.40% of a fund's average
daily assets.


SECTION 8


HOW CAN I ACCESS MY MONEY?

You may take money out at any time during the accumulation phase. Each year, you
may withdraw up to 10% of your total purchase payments without charge.
Withdrawals greater than 10% of your purchase payments will be subject to a
withdrawal charge. This charge decreases 1% each year. After the 7th year, there
is no charge for a withdrawal. You may also be subject to income tax and a tax
penalty if you make an early withdrawal.


6
<PAGE>


SECTION 9


WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE DISCOVERY SELECT CONTRACT?


Your earnings are not taxed until withdrawn. If you take money out during the
accumulation phase, earnings are withdrawn first and are taxed as income. If you
are younger than 59 1/2 when you take money out, you may be charged a 10%
federal tax penalty on the earnings in addition to ordinary taxation. A portion
of the payments you receive during the income phase is considered partly a
return of your original investment. As a result, that portion of each payment is
not taxable as income. Generally, all amounts withdrawn from IRA contracts are
fully taxable and subject to the 10% penalty if withdrawn prior to age 59 1/2.

SECTION 10


OTHER INFORMATION

This contract is issued by Pruco Life, a subsidiary of The Prudential Insurance
Company of America.


                                                                               7
<PAGE>
Summary of Contract Expenses
- --------------------------------------------------------------------------------


THE PURPOSE OF THIS SUMMARY IS TO HELP YOU TO UNDERSTAND THE COSTS YOU WILL PAY
FOR DISCOVERY SELECT. THIS SUMMARY INCLUDES THE EXPENSES OF THE MUTUAL FUNDS
USED BY THE VARIABLE INVESTMENT OPTIONS BUT DOES NOT INCLUDE CHARGES FOR ANY
PREMIUM TAXES THAT MIGHT BE APPLICABLE IN YOUR STATE.


FOR MORE DETAILED INFORMATION:


More detailed information can be found on page 25 under the section
called, "What Are The Expenses Associated With The Discovery Select Variable
Annuity?" For more detailed expense information about the mutual funds, please
refer to the individual fund prospectuses which you will find at the back of
this prospectus.


TRANSACTION EXPENSES
- ------------------------------------------------
WITHDRAWAL CHARGE (SEE NOTE 1 BELOW)
- ------------------------------------------------
         During contract year 1               7%
         During contract year 2               6%
         During contract year 3               5%
         During contract year 4               4%
         During contract year 5               3%
         During contract year 6               2%
         During contract year 7               1%

         After contract year 7                0%


TRANSFER FEE (SEE NOTE 2 BELOW)
- ------------------------------------------------
         first 12 transfers per year     $  0.00
         each transfer after 12          $ 25.00

ANNUAL CONTRACT FEE AND CONTRACT FEE UPON FULL
WITHDRAWAL (SEE NOTE 3 BELOW)


- ------------------------------------------------
                                         $ 30.00

ANNUAL ACCOUNT EXPENSES
- ------------------------------------------------------
         AS A PERCENTAGE OF THE AVERAGE ACCOUNT VALUE
         Mortality and Expense Risk:       1.25%
         Administrative Fee:               0.15%
         Total:                            1.40%

         Retirement Income Guarantee       0.25%     (SEE NOTE 4 BELOW)

NOTE 1: AS OF THE BEGINNING OF THE CONTRACT YEAR, YOU MAY WITHDRAW UP TO 10% OF
THE TOTAL PURCHASE PAYMENTS PLUS ANY CHARGE-FREE AMOUNT CARRIED OVER FROM THE
PREVIOUS CONTRACT YEAR WITHOUT CHARGE. THERE IS NO WITHDRAWAL CHARGE ON ANY
WITHDRAWALS MADE UNDER THE CRITICAL CARE ACCESS OPTION (SEE PAGE 20) OR ON ANY
AMOUNT USED TO PROVIDE INCOME UNDER THE LIFE ANNUITY WITH 120 PAYMENTS (10
YEARS) CERTAIN OPTION. (SEE PAGE 16). SURRENDER CHARGES ARE WAIVED WHEN A DEATH
BENEFIT IS PAID. THERE WILL BE A REDUCTION IN THE WITHDRAWAL CHARGE FOR
CONTRACTS ISSUED TO CONTRACTOWNERS WHOSE AGE AT ISSUE IS 84 AND OLDER.

NOTE 2: YOU WILL NOT BE CHARGED FOR TRANSFERS MADE IN CONNECTION WITH DOLLAR
COST AVERAGING AND AUTO-REBALANCING

NOTE 3: THIS CHARGE WILL NOT BE MADE ON WITHDRAWALS IF THE VALUE OF YOUR
CONTRACT IS $50,000 OR MORE, OR IF THE WITHDRAWALS ARE MADE UNDER THE CRITICAL
CARE ACCESS OPTION.

NOTE 4. THE RETIREMENT INCOME GUARANTEE CHARGE IS MADE ONLY WHEN YOU ELECT THIS
FEATURE. THE FEE IS BASED ON THE AVERAGE DAILY PROTECTED VALUE.

NOTES FOR ANNUAL MUTUAL FUND EXPENSES:

THESE EXPENSES ARE BASED ON THE HISTORICAL FUND EXPENSES FOR THE YEAR ENDED
DECEMBER 31, 1998, EXCEPT AS INDICATED. FUND EXPENSES ARE NOT FIXED OR
GUARANTEED BY THE DISCOVERY SELECT CONTRACT AND MAY VARY FROM YEAR TO YEAR.

(1) THE PRUDENTIAL SERIES FUND

BECAUSE THIS IS THE FIRST YEAR OF OPERATION FOR DIVERSIFIED CONSERVATIVE GROWTH
PORTFOLIO AND THE 20/20 FOCUS PORTFOLIO OTHER EXPENSES ARE ESTIMATED BASED ON
MANAGEMENT'S PROJECTION OF NON-MANAGEMENT FEE EXPENSES.

(2) AMERICAN CENTURY VARIABLE PORTFOLIOS INC. AND T. ROWE PRICE FUNDS

INVESTMENT MANAGEMENT FEES INCLUDE ORDINARY EXPENSES OF OPERATING THE FUNDS.

(3) JANUS ASPEN SERIES

FEE REDUCTIONS REDUCE THE INVESTMENT MANAGEMENT FEE TO THE LEVELS OF THE
CORRESPONDING JANUS RETAIL FUND. JANUS HAS AGREED TO CONTINUE THE APPLICABLE
WAIVERS AND FEE REDUCTIONS UNTIL AT LEAST THE NEXT ANNUAL RENEWAL OF THE
ADVISORY AGREEMENT.

(4) TEMPLETON VARIABLE PRODUCTS SERIES FUND

FIGURES REFLECT EXPENSES FROM THE FUND'S INCEPTION ON MAY 1, 1998 AND ARE
ANNUALIZED. THE MANAGER AGREED IN ADVANCE TO LIMIT MANAGEMENT FEES AND MAKE
CERTAIN PAYMENTS TO REDUCE THE FUND'S EXPENSES AS NECESSARY SO THAT TOTAL ACTUAL
EXPENSES DID NOT EXCEED 1.25% OF THE FUND'S CLASS 2 NET ASSETS IN 1998. THE
MANAGER IS CONTRACTUALLY OBLIGATED TO CONTINUE THIS ARRANGEMENT THROUGH 1999.
INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES IN 1998 AFTER THESE WAIVERS WERE
0.15% AND 1.25%. THE FUND MAINTAINS A DISTRIBUTION OR "12B-1 PLAN" FOR CLASS 2
WITH A MAXIMUM ANNUAL OF 0.25% WHICH IS INCLUDED IN OTHER EXPENSES AND IS
DISCUSSED IN THE FUND'S PROSPECTUS.

(5) WARBURG PINCUS TRUST

ACTUAL FEES AND EXPENSES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 WERE 1.08%
AND 0.32% FOR INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES, RESPECTIVELY. FEE
WAIVERS AND EXPENSE REIMBURSEMENT OR CREDITS REDUCED FEES AND EXPENSES DURING
1998 BUT MAY BE DISCONTINUED AT ANY TIME.

8
<PAGE>
<TABLE>
<CAPTION>

ANNUAL MUTUAL FUND EXPENSES (AFTER REIMBURSEMENT, IF ANY):
- -----------------------------------------------------------------------------------------------------------------------

AS A PERCENTAGE OF EACH PORTFOLIO'S AVERAGE DAILY NET ASSETS

- -----------------------------------------------------------------------------------------------------------------------
                                                          INVESTMENT          OTHER     TOTAL CONTRACTUAL TOTAL ACTUAL
                                                        MANAGEMENT FEE      EXPENSES       EXPENSES         EXPENSES*
THE PRUDENTIAL SERIES FUND(1)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>             <C>             <C>
         Diversified Bond Portfolio                          0.40%           0.02%           0.42%           0.42%
         Diversified Conservative Growth Portfolio           0.75%           0.20%           0.95%           0.95%
         Equity Income Portfolio                             0.40%           0.02%           0.42%           0.42%
         Equity Portfolio                                    0.45%           0.02%           0.47%           0.47%
         Global Portfolio                                    0.75%           0.11%           0.86%           0.86%
         High Yield Bond Portfolio                           0.55%           0.03%           0.58%           0.58%
         Money Market Portfolio                              0.40%           0.01%           0.41%           0.41%
         Prudential Jennison Portfolio                       0.60%           0.03%           0.63%           0.63%
         Small Capitalization Stock Portfolio                0.40%           0.07%           0.47%           0.47%
         Stock Index Portfolio                               0.35%           0.02%           0.37%           0.37%
         20/20 Focus Portfolio                               0.75%           0.20%           0.95%           0.95%

AIM VARIABLE INSURANCE FUNDS, INC.
- -----------------------------------------------------------------------------------------------------------------------

         AIM V.I. Growth and Income Fund                     0.61%           0.04%           0.65%           0.65%
         AIM V.I. Value Fund                                 0.61%           0.05%           0.66%           0.66%

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC(2)
- -----------------------------------------------------------------------------------------------------------------------

         American Century VP Value                           1.00%           0.00%           1.00%           1.00%

JANUS ASPEN SERIES(3)
- -----------------------------------------------------------------------------------------------------------------------

         Growth Portfolio                                    0.72%           0.03%           0.75%           0.68%
         International Growth Portfolio                      0.75%           0.20%           0.95%           0.86%

MFS VARIABLE INSURANCE TRUST
- -----------------------------------------------------------------------------------------------------------------------

         Emerging Growth Series                              0.75%           0.10%           0.85%           0.85%
         Research Series                                     0.75%           0.11%           0.86%           0.86%

OCC ACCUMULATION TRUST
- -----------------------------------------------------------------------------------------------------------------------

         Managed Portfolio                                   0.78%           0.04%           0.82%           0.82%
         Small Cap Portfolio                                 0.80%           0.08%           0.88%           0.88%

TEMPLETON VARIABLE PRODUCTS SERIES FUND(4)
- -----------------------------------------------------------------------------------------------------------------------

         Franklin Small Cap Investments Fund - Class 2       0.75%           1.25%           2.00%           1.25%

T. ROWE PRICE(2)
- -----------------------------------------------------------------------------------------------------------------------

         Equity Series - Equity Income Portfolio             0.85%           0.00%           0.85%           0.85%
         International Series -
           International Stock Portfolio                     1.05%           0.00%           1.05%           1.05%

WARBURG PINCUS TRUST(5)
- -----------------------------------------------------------------------------------------------------------------------

         Post-Venture Capital Portfolio                      1.25%           0.45%           1.70%           1.40%
</TABLE>

* REFLECTS THE EFFECT MANAGEMENT FEE WAIVERS AND REIMBURSEMENT OF EXPENSES, IF
ANY. SEE NOTES ON PAGE 7.

THE "EXPENSES EXAMPLES" ON THE FOLLOWING PAGES ARE CALCULATED USING THE TOTAL
ACTUAL EXPENSES.


                                                                               9
<PAGE>


Expense Examples
- --------------------------------------------------------------------------------

THESE EXAMPLES WILL HELP YOU COMPARE THE FEES AND EXPENSES OF THE DIFFERENT
VARIABLE INVESTMENT OPTIONS OFFERED BY DISCOVERY SELECT. YOU CAN ALSO USE THE
EXAMPLES TO COMPARE THE COST OF DISCOVERY SELECT WITH OTHER VARIABLE ANNUITY
CONTRACTS.

EXAMPLE 1: IF YOU WITHDRAW YOUR ASSETS

Example 1 assumes that you invest $10,000 in Discovery Select and that you
allocate all of your assets to one of the variable investment options and
withdraw all your assets at the end of the time period indicated. The example
also assumes that your investment has a 5% return each year and that the mutual
fund's operating expenses remain the same. Your actual costs may be higher or
lower.


Example 1a: is the same as Example 1, but assumes that you have elected the
Retirement Income Guarantee.


EXAMPLE 2: IF DO NOT YOU WITHDRAW YOUR ASSETS

Example 2 assumes that you invest $10,000 in Discovery Select and allocate all
of your assets to one of the variable investment options and do not withdraw any
of your assets at the end of the time period indicated. The example also assumes
that your investment has a 5% return each year and that the mutual fund's
operating expenses remain the same. Your actual costs may be higher or lower.


Example 2a is the same as Example 2, but assumes that you have elected the
Retirement Income Guarantee.


On the following page are examples of what your costs would be using these
assumptions.

NOTES FOR ANNUAL MUTUAL FUND EXPENSES:

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

THE CHARGES SHOWN IN THE 10 YEAR COLUMN ARE THE SAME FOR EXAMPLE 1 AND EXAMPLE
2. THIS IS BECAUSE AFTER 10 YEARS THE WITHDRAWAL CHARGES ARE NO LONGER DEDUCTED
BY US WHEN YOU MAKE A WITHDRAWAL OR WHEN YOU BEGIN THE INCOME PHASE OF YOUR
CONTRACT.


IF YOUR CONTRACT VALUE IS LESS THAN $50,000, ON YOUR CONTRACT ANNIVERSARY (AND
UPON A SURRENDER), WE DEDUCT A $30 FEE. THE EXAMPLES USE AN AVERAGE NUMBER AS
THE AMOUNT OF THE ANNUAL CONTRACT FEE. THIS AMOUNT WAS CALCULATED BY TAKING THE
TOTAL ANNUAL CONTRACT FEES COLLECTED IN 1998 AND THEN DIVIDING THAT NUMBER BY
THE TOTAL ASSETS ALLOCATED TO THE VARIABLE INVESTMENT OPTIONS. BASED ON THIS
CALCULATION THE ANNUAL CONTRACT FEE IS INCLUDED AS AN ANNUAL CHARGE OF .023% OF
CONTRACT VALUE.


YOUR ACTUAL FEES WILL VARY BASED ON THE AMOUNT OF YOUR CONTRACT AND YOUR
SPECIFIC ALLOCATION(S). A TABLE OF ACCUMULATION UNIT VALUES OF INTERESTS IN EACH
VARIABLE INVESTMENT OPTION, APPEARS ON PAGE 31. PREMIUM TAXES ARE NOT REFLECTED.
IN THESE EXAMPLES. PREMIUM TAXES MAY APPLY DEPENDING ON THE STATE WHERE YOU
LIVE.


10
<PAGE>
<TABLE>
<CAPTION>
EXPENSE EXAMPLES 1 AND 2
- --------------------------------------------------------------------------------------------------------------------------

                                                     EXAMPLE 1:                         EXAMPLE 2:
                                                     IF YOU WITHDRAW YOUR ASSETS        IF YOU DO NOT WITHDRAW YOUR ASSETS
                                                     -------------------------------    ----------------------------------
                                                     1 YR     3 YRS   5 YRS   10 YRS    1 YR     3 YRS    5 YRS  10 YRS

THE PRUDENTIAL SERIES FUND
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>     <C>     <C>      <C>       <C>     <C>      <C>     <C>
         Diversified Bond Portfolio                   $817    $930    $1147    $2162     $187    $580     $997    $2162
         Diversified Conservative Growth Portfolio    $870   $1090    $1417    $2709     $240    $740    $1267    $2709
         Equity Income Portfolio                      $817    $930    $1147    $2162     $187    $580     $997    $2162
         Equity Portfolio                             $822    $945    $1173    $2215     $192    $595    $1023    $2215
         Global Portfolio                             $861   $1063    $1372    $2618     $231    $713    $1222    $2618
         High Yield Bond Portfolio                    $833    $978    $1229    $2330     $203    $628    $1079    $2330
         Money Market Portfolio                       $816    $926    $1142    $2151     $186    $576     $992    $2151
         Prudential Jennison Portfolio                $838    $994    $1255    $2382     $208    $644    $1105    $2382
         Small Capitalization Stock Portfolio         $822    $945    $1173    $2215     $192    $595    $1023    $2215
         Stock Index Portfolio                        $812    $914    $1121    $2108     $182    $564     $971    $2108
         20/20 Focus Portfolio                        $870   $1090    $1417    $2709     $240    $740    $1267    $2709

AIM VARIABLE INSURANCE FUNDS, INC.
- --------------------------------------------------------------------------------------------------------------------------
         AIM V.I. Growth and Income Fund              $840   $1000    $1265    $2403     $210    $650    $1115    $2403
         AIM V.I. Value Fund                          $841   $1003    $1270    $2414     $211    $653    $1120    $2414

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
- --------------------------------------------------------------------------------------------------------------------------
         American Century VP Value                    $875   $1105    $1442    $2759     $245    $755    $1292    $2759

JANUS ASPEN SERIES
- --------------------------------------------------------------------------------------------------------------------------
         Growth Portfolio                             $843   $1009    $1280    $2434     $213    $659    $1130    $2434
         International Growth Portfolio               $861   $1063    $1372    $2618     $231    $713    $1222    $2618

MFS VARIABLE INSURANCE TRUST
- --------------------------------------------------------------------------------------------------------------------------
         Emerging Growth Series                       $860   $1060    $1367    $2608     $230    $710    $1217    $2608
         Research Series                              $861   $1063    $1372    $2618     $231    $713    $1222    $2618

OCC ACCUMULATION TRUST
- --------------------------------------------------------------------------------------------------------------------------
         Managed Portfolio                            $857   $1051    $1351    $2578     $227    $701    $1201    $2578
         Small Cap Portfolio                          $863   $1069    $1382    $2639     $233    $719    $1232    $2639

TEMPLETON VARIABLE PRODUCTS SERIES FUND
- --------------------------------------------------------------------------------------------------------------------------
         Franklin Small Cap Investments
           Fund - Class 2                             $900   $1180    $1566    $3006     $270    $830    $1416    $3006

T.ROWE PRICE
- --------------------------------------------------------------------------------------------------------------------------
         Equity Series - Equity Income Portfolio      $860   $1060    $1367    $2608     $230    $710    $1217    $2608
         International Series -
           Intn'l Stock Portfolio                     $880   $1120    $1467    $2809     $250    $770    $1317    $2809

WARBURG PINCUS TRUST
- --------------------------------------------------------------------------------------------------------------------------
         Post-Venture Capital Portfolio               $915   $1225    $1640    $3150     $285    $875    $1490    $3150
</TABLE>

THESE EXAMPLES DO NOT SHOW PAST OR FUTURE EXPENSES. ACTUAL EXPENSES FOR A
PARTICULAR YEAR MAY BE MORE OR LESS THAN THOSE SHOWN IN THE EXAMPLES.


                                                                              11
<PAGE>
<TABLE>
<CAPTION>



EXPENSE EXAMPLES 1a AND 2a
- --------------------------------------------------------------------------------------------------------------------------

                                                     EXAMPLE 1a:                        EXAMPLE 2b:
                                                     IF YOU WITHDRAW YOUR ASSETS        IF YOU DO NOT WITHDRAW YOUR ASSETS
                                                     -------------------------------    ----------------------------------
                                                     1 YR     3 YRS   5 YRS   10 YRS    1 YR     3 YRS    5 YRS  10 YRS
THE PRUDENTIAL SERIES FUND
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>     <C>     <C>      <C>       <C>     <C>      <C>     <C>
The Prudential Series Fund
- --------------------------------------------------------------------------------------------------------------------------
         Diversified Bond Portfolio                   $820    $937    $1160    $2188     $190    $587    $1010    $2188
         Diversified Conservative Growth Portfolio    $873   $1098    $1429    $2734     $243    $748    $1279    $2734
         Equity Income Portfolio                      $820    $937    $1160    $2188     $190    $587    $1010    $2188
         Equity Portfolio                             $825    $952    $1186    $2241     $195    $602    $1036    $2241
         Global Portfolio                             $864   $1071    $1384    $2644     $234    $721    $1234    $2644
         High Yield Bond Portfolio                    $836    $986    $1242    $2356     $206    $636    $1092    $2356
         Money Market Portfolio                       $819    $934    $1155    $2178     $189    $584    $1005    $2178
         Prudential Jennison Portfolio                $841   $1001    $1268    $2408     $211    $651    $1118    $2408
         Small Capitalization Stock Portfolio         $825    $952    $1186    $2241     $195    $602    $1036    $2241
         Stock Index Portfolio                        $815    $922    $1134    $2135     $185    $572     $984    $2135
         20/20 Focus Portfolio                        $873   $1098    $1429    $2734     $243    $748    $1279    $2734

AIM Variable Insurance Funds, Inc.
- --------------------------------------------------------------------------------------------------------------------------
         AIM V.I. Growth and Income Fund              $843   $1007    $1278    $2429     $213    $657    $1128    $2429
         AIM V.I. Value Fund                          $844   $1010    $1283    $2439     $214    $660    $1133    $2439

American Century Variable Portfolios, Inc.
- --------------------------------------------------------------------------------------------------------------------------
         American Century VP Value                    $878   $1113    $1455    $2784     $248    $763    $1305    $2784

Janus Aspen Series
- --------------------------------------------------------------------------------------------------------------------------
         Growth Portfolio                             $846   $1016    $1293    $2460     $216    $666    $1143    $2460
         International Growth Portfolio               $864   $1071    $1384    $2644     $234    $721    $1234    $2644

MFS Variable Insurance Trust
- --------------------------------------------------------------------------------------------------------------------------
         Emerging Growth Series                       $863   $1068    $1379    $2634     $233    $718    $1229    $2634
         Research Series                              $864   $1071    $1384    $2644     $234    $721    $1234    $2644

OCC Accumulation Trust
- --------------------------------------------------------------------------------------------------------------------------
         Managed Portfolio                            $860   $1059    $1364    $2603     $230    $709    $1214    $2603
         Small Cap Portfolio                          $866   $1077    $1394    $2664     $236    $727    $1244    $2664

Templeton Variable Products Series Fund
- --------------------------------------------------------------------------------------------------------------------------
         Franklin Small Cap Investments Fund-Class 2  $903   $1188    $1579    $3030     $273    $838    $1429    $3030

T.Rowe Price
- --------------------------------------------------------------------------------------------------------------------------
         Equity Series - Equity Income Portfolio      $863   $1068    $1379    $2634     $233    $718    $1229    $2634
         International Series -
           Intn'l Stock Portfolio                     $883   $1128    $1480    $2834     $253    $778    $1330    $2834

Warburg Pincus Trust
- --------------------------------------------------------------------------------------------------------------------------
         Post-Venture Capital Portfolio               $918   $1232    $1653    $3174     $288    $882    $1503    $3174

</TABLE>

THESE EXAMPLES DO NOT SHOW PAST OR FUTURE EXPENSES. ACTUAL EXPENSES FOR A
PARTICULAR YEAR MAY BE MORE OR LESS THAN THOSE SHOWN IN THE EXAMPLES.




12
<PAGE>



PART II SECTIONS 1-10


- --------------------------------------------------------------------------------
DISCOVERY SELECT PROSPECTUS


























                                                                              13
<PAGE>
     1:
WHAT IS THE DISCOVERY SELECT
     VARIABLE ANNUITY?
- --------------------------------------------------------------------------------

THE DISCOVERY SELECT VARIABLE ANNUITY IS A CONTRACT BETWEEN YOU, THE OWNER, AND
US, THE INSURANCE COMPANY, PRUCO LIFE INSURANCE COMPANY (PRUCO LIFE, WE OR US).

Under our contract or agreement, in exchange for your payment to us, we promise
to pay you a guaranteed income stream that can begin any time after the first
contract anniversary. (Maryland residents must wait until the end of the seventh
contract year.) Your annuity is in the accumulation phase until you decide to
begin receiving annuity payments. The date you begin receiving annuity payments
is the annuity date. On the annuity date, your contract switches to the income
phase.

THIS ANNUITY CONTRACT BENEFITS FROM TAX DEFERRAL.

Tax deferral means that you are not taxed on earnings or appreciation on the
assets in your contract until you withdraw money from your contract.

DISCOVERY SELECT IS A VARIABLE ANNUITY CONTRACT.

This means that during the accumulation phase, you can allocate your assets
among 24 variable investment options as well as 2 guaranteed interest-rate
options. (If you live in Maryland, Oregon or Washington, only a one year
interest-rate option is available to you.) If you select a variable investment
option, the amount of money you are able to accumulate in your contract during
the accumulation phase depends upon the investment performance of the mutual
fund associated with that variable investment option. Because the mutual funds'
portfolios fluctuate in value depending upon market conditions, your contract
value can either increase or decrease. This is important, since the amount of
the annuity payments you receive during the income phase depends upon the value
of your contract at the time you begin receiving payments.


     For an additional charge, you can elect the Retirement Income Guarantee
which guarantees a minimum level of annuity payments during the income phase of
your contract.


AS MENTIONED ABOVE, DISCOVERY SELECT ALSO CONTAINS TWO GUARANTEED INTEREST-RATE
OPTIONS: a fixed-rate option and a market-value adjustment option. The
fixed-rate option offers an interest rate that is guaranteed by us for one year
and will always be at least 3.0% per year. The market-value adjustment option
guarantees a stated interest rate, generally higher than the fixed-rate option.
However, in order to get the full benefit of the stated interest rate, assets in
this option must be held for a seven-year period. (The market-value adjustment
option is not available to residents of Maryland, Oregon or Washington.)


AS THE OWNER OF THE CONTRACT, YOU HAVE ALL OF THE DECISION-MAKING RIGHTS UNDER
THE CONTRACT. You will also be the annuitant unless you designate someone else.
The annuitant(s) is the person upon whose death during the accumulation phase,
the death benefit is payable. The annuitant is also the person who receives the
annuity payments when the income phase begins and whose life is used to
determine how much and how long these payments will continue. On and after the
annuity date, the annuitant is the owner and may not be changed. The beneficiary
becomes the owner when a death benefit is payable.


THE BENEFICIARY IS: the person(s) or entity designated to receive any death
benefit if the annuitant(s) dies during the accumulation phase. You may change
the beneficiary any time prior to the annuity date by making a written request
to us. Your request becomes effective when we approve it.

SHORT TERM CANCELLATION RIGHT OR "FREE LOOK"

If you change your mind about owning Discovery Select, you may cancel your
contract within 10 days after receiving it (or whatever period is required by
applicable law). You can request a refund by returning the contract either to
the representative who sold it to you, or to the Prudential Annuity Service
Center at the address shown on the first page of this prospectus. You will
receive, depending on applicable law:

o    Your full purchase payment; or

o    The amount your contract is worth as of the day we receive your request.
     This amount may be more or less than your original payment.


14
<PAGE>
     2:
WHAT INVESTMENT OPTIONS
     CAN I CHOOSE?
- --------------------------------------------------------------------------------

THE CONTRACT GIVES YOU THE CHOICE OF ALLOCATING YOUR PURCHASE PAYMENTS TO ANY
ONE OR MORE OF 24 VARIABLE INVESTMENT OPTIONS, AS WELL AS TWO GUARANTEED
INTEREST-RATE OPTIONS.

The 24 variable investment options invest in mutual funds managed by leading
investment advisors. Each of these mutual funds has a separate prospectus that
is provided with this prospectus. You should read the mutual fund prospectus
before you decide to allocate your assets to the variable investment option
using that fund.

VARIABLE INVESTMENT OPTIONS

Listed below are the mutual funds in which to the variable investment options
invest. Each variable investment option has a different investment objective.

THE PRUDENTIAL SERIES FUND, INC.

o  Diversified Bond Portfolio
o  Diversified Conservative Growth Portfolio
o  Equity Income Portfolio
o  Equity Portfolio
o  Global Portfolio
o  High Yield Bond Portfolio
o  Money Market Portfolio
o  Prudential Jennison Portfolio (domestic equity)
o  Stock Index Portfolio
o  Small Capitalization Stock Portfolio
o  20/20 Focus Fund (domestic equity)

THE PRUDENTIAL SERIES FUND, INC. IS MANAGED BY PRUDENTIAL THROUGH ANOTHER
COMPANY IT OWNS CALLED THE PRUDENTIAL INVESTMENT CORPORATION. THE PRUDENTIAL
INVESTMENT CORPORATION MANAGES EACH OF THE PORTFOLIOS OF THE PRUDENTIAL SERIES
FUND EXCEPT THE PRUDENTIAL JENNISON PORTFOLIO AND THE DIVERSIFIED CONSERVATIVE
GROWTH PORTFOLIO. FOR THE JENNISON PORTFOLIO, PRUDENTIAL INVESTMENT CORPORATION
OVERSEES ANOTHER COMPANY OWNED BY PRUDENTIAL CALLED JENNISON ASSOCIATES CAPITAL
CORP. WHICH PROVIDES THE DAY TO DAY INVESTMENT ADVISORY SERVICES. FOR THE
DIVERSIFIED CONSERVATIVE GROWTH PORTFOLIO, PRUDENTIAL INVESTMENTS CORPORATION
OVERSEES THE DREYFUS CORPORATION AND PACIFIC INVESTMENT MANAGEMENT COMPANY,
WHICH PROVIDE THE DAY TO DAY INVESTMENT ADVISORY SERVICES.

AIM VARIABLE INSURANCE FUNDS, INC.

o AIM V.I. Growth and Income Fund
o AIM V.I. Value Fund

AIM ADVISORS, INC. SERVES AS INVESTMENT ADVISER TO BOTH OF THESE FUNDS.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

o American Century VP Value

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. IS THE INVESTMENT ADVISER FOR
AMERICAN CENTURY VP VALUE.

JANUS ASPEN SERIES

o Growth Portfolio
o International Growth Portfolio

JANUS CAPITAL CORPORATION SERVES AS INVESTMENT ADVISER TO THE GROWTH PORTFOLIO
AND THE INTERNATIONAL GROWTH PORTFOLIO.

MFS VARIABLE INSURANCE TRUST

o Emerging Growth Series
o Research Series (long-term growth and future income)

MASSACHUSETTS FINANCIAL SERVICES COMPANY, A DELAWARE CORPORATION, IS THE
INVESTMENT ADVISER TO THE EMERGING GROWTH SERIES AND THE RESEARCH SERIES.

OCC ACCUMULATION TRUST

o Managed Portfolio (equity)
o Small Cap Portfolio

OPCAP ADVISORS IS THE INVESTMENT ADVISER TO THE MANAGED PORTFOLIO AND THE SMALL
CAP PORTFOLIO.

T. ROWE PRICE

o T. Rowe Price Equity Series, Inc., Equity Income Portfolio
o T. Rowe Price International Series, Inc., International Stock Portfolio

T. ROWE PRICE ASSOCIATES, INC. IS THE INVESTMENT MANAGER FOR THE EQUITY INCOME
PORTFOLIO AND ROWE PRICE-FLEMING INTERNATIONAL, INC. IS THE INVESTMENT MANAGER
FOR THE INTERNATIONAL STOCK PORTFOLIO.

TEMPLETON VARIABLE PRODUCTS SERIES FUND

o Franklin Small Cap Investments Fund--Class 2

FRANKLIN ADVISERS, INC. IS THE INVESTMENT MANAGER FOR THIS PORTFOLIO OF THE
TEMPLETON VARIABLE PRODUCTS SERIES FUND.

WARBURG PINCUS TRUST

o Post-Venture Capital Portfolio

WARBURG PINCUS COUNSELORS, INC. SERVES AS INVESTMENT ADVISER AND ABBOTT CAPITAL
MANAGEMENT, L.P. SERVES AS SUB-


                                                                              15
<PAGE>
     2:
WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued
- --------------------------------------------------------------------------------

INVESTMENT ADVISE FOR THAT PORTION OF THE POST-VENTURE CAPITAL PORTFOLIO
ALLOCATED TO PRIVATE LIMITED PARTNERSHIPS OR OTHER INVESTMENT FUNDS.

    Except for the Prudential Series Fund Inc., we are paid by the fund or an
affiliate of each fund for administrative and other services that we provide.
The amount we receive is based on an annual percentage of the average assets of
Discovery Select invested in the fund held by the associated variable investment
option.

FIXED INTEREST-RATE OPTIONS

We offer two interest-rate options: a fixed-rate option and a market-value
adjustment option (not available in Maryland, Oregon or Washington). We set a
one year guaranteed annual interest rate that is always available for the
one-year fixed-rate option. For the market-value adjustment option, we set a
seven-year guaranteed interest rate.

    When you select one of these options, your payment will earn interest at the
established rate for the applicable interest rate period. A new interest rate
period is established every time you allocate or transfer money into a fixed
interest-rate option. You may have money allocated in more than one interest
rate period at the same time. This could result in your money earning interest
at different rates and each interest rate period maturing at a different time.
While these interest rates may change from time to time, the minimum rate will
never be less than 3.0%.

     Payments allocated to either of the fixed interest-rate options become part
of Pruco Life's general assets. As a result, the strength of the interest-rate
guarantees is based on the overall financial strength of Pruco Life. If Pruco
Life suffered a material financial setback, the ability of Pruco Life to meet
its financial obligations could be affected.

MARKET VALUE ADJUSTMENT

    If you transfer or withdraw assets or annuitize from the market-value
adjustment option before an interest rate period is over, the assets will be
subject to a market value adjustment.

    The market-value adjustment may increase or decrease the amount being
withdrawn or transferred and may be substantial. The adjustment, whether up or
down will never be greater than 40%. The amount of the market-value adjustment
is based on the difference between the:

1)   Guaranteed interest rate for the amount you are
     withdrawing or transferring; and

2)   Interest rate that is in effect on the date of the
     withdrawal or transfer.


    The amount of time left in the interest rate period is also a factor. You
will find a detailed description of how the market-value adjustment is
calculated on page __ of this prospectus. (For contracts issued in Pennsylvania,
the description is on page __.)


TRANSFERS AMONG OPTIONS

You can transfer money among the variable investment options and the fixed
interest-rate options. Your transfer request may be made by telephone or in
writing to the Prudential Annuity Service Center. Only two transfers per month
may be made by telephone. After that, all transfer requests must be in writing
with an original signature. We have procedures in place to confirm that
instructions received by telephone are genuine. We will not be liable for
following telephone instructions that we reasonably believe to be genuine. Your
transfer request will take effect at the end of the business day on which it was
received. Our business day closes, usually at 4:15 p.m. Eastern time.

    YOU CAN MAKE TRANSFERS OUT OF A FIXED INTEREST-RATE OPTION ONLY DURING THE
30-DAY PERIOD FOLLOWING THE END OF AN INTEREST RATE PERIOD. IF YOU TRANSFER
MONEY FROM A MARKET-VALUE ADJUSTMENT OPTION AFTER THE 30-DAY PERIOD HAS ENDED,
THE MONEY WILL BE SUBJECT TO A MARKET-VALUE ADJUSTMENT.

    During the contract accumulation phase, you can make 12 transfers each
contract year, among the investment options, without charge. If you make more
than 12 transfers in one contract year, you will be charged $25 for each
additional transfer. (Dollar Cost Averaging and Auto-Rebalancing transfers do
not count toward the 12 free transfers per year.)

DOLLAR COST AVERAGING

The dollar cost averaging (DCA) feature allows you to systematically transfer
either a fixed dollar amount or a percentage out of any variable investment
option or the one-year fixed interest-rate option and into any variable
investment option(s). You can transfer money to more than one variable
investment option. The investment option used for the transfers is designated as
the DCA account. You can have these automatic transfers made from the DCA
account monthly, quarterly, semiannually or annually. By allocating amounts


16
<PAGE>

on a regular schedule instead of allocating the total amount at one particular
time, you may be less susceptible to the impact of market fluctuations.

    Transfers must be at least $100 from your DCA account. After that, transfers
will continue automatically until the entire amount in your DCA account has been
transferred or until you tell us to discontinue the transfers. If your DCA
account balance drops below $100, the entire remaining balance of the account
will be transferred on the next transfer date. You can allocate subsequent
purchase payments to re-open the DCA account at any time.

    Your transfers will be made on the last calendar day of each transfer period
you have selected, provided that the New York Stock Exchange is open on that
date. If the New York Stock Exchange is not open on a particular transfer date,
the transfer will take effect on the next business day.

    Any transfers you make because of dollar cost averaging are not counted
toward the 12 free transfers you are allowed per year. This feature is available
only during the contract accumulation phase.

ASSET ALLOCATION PROGRAM

We recognize the value of having advice when deciding on the allocation of your
money. If you choose to participate in the Asset Allocation Program, your
financial professional will give you a questionnaire to complete that will help
determine a program that is appropriate for you. Your asset allocation will be
prepared based on your answers to the questionnaire. You will not be charged for
this service and you are not obligated to participate or to invest according to
program recommendations.

AUTO-REBALANCING

Once your money has been allocated among the variable investment options, the
actual performance of the investment options may cause your allocation to shift.
For example, an investment option that initially holds only a small percentage
of your assets could perform much better than another investment option. Over
time, this option could increase to a larger percentage of your assets than you
desire. You can direct us to automatically rebalance your assets to return to
your original allocation or to change allocations by selecting the
Auto-Rebalancing feature. The fixed interest-rate options and the DCA account
cannot participate in this feature.

    Your rebalancing will be done monthly, quarterly, semiannually or annually
based on your choice. The rebalancing will be done on the last calendar day of
the period you have chosen, provided that the New York Stock Exchange is open on
that date. If the New York Stock Exchange is not open on that date, the
rebalancing will take effect on the next business day.

    Any transfers you make because of Auto-Rebalancing are not counted toward
the 12 free transfers you are allowed per year. This feature is available only
during the contract accumulation phase. If you choose auto-rebalancing and
dollar cost averaging, auto-rebalancing will take place after the transfers from
your DCA account.

VOTING RIGHTS

We are the legal owner of the shares in the mutual funds associated with the
variable investment options. However, we vote the shares of the mutual funds
according to voting instructions we receive from contractowners. We will mail
you a proxy which is a form you need to complete and return to us to tell us how
you wish us to vote. When we receive those instructions, we will vote all of the
shares we own on your behalf, in accordance with those instructions. We will
vote the shares for which we do not receive instructions, and any other shares
that we own, in the same proportion as the shares for which instructions are
received. We may change the way your voting instructions are calculated if it is
required by federal regulation.

SUBSTITUTION

We may substitute one or more of the mutual funds used by the variable
investment options. We may also cease to allow investments in existing funds. We
would do this only if events such as investment policy changes or tax law
changes make the mutual fund unsuitable. We would not do this without the
approval of the Securities and Exchange Commission and necessary state insurance
department approvals. You will be given specific notice in advance of any
substitution we intend to make.


                                                                              17
<PAGE>
     3:
WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE
     INCOME PHASE?(ANNUITIZATION)
- --------------------------------------------------------------------------------


The following payment options are available if you do not elect the Retirement
Income Guarantee. The payment options that are available with the Retirement
Income Guarantee are discussed in Section 5.

PAYMENT PROVISIONS


The annuitant can begin receiving annuity payments any time after the first
contract anniversary. (Maryland residents must wait until after the seventh
anniversary.) Annuity payments must begin no later than the contract anniversary
that coincides with or follows the annuitant's 90th birthday.

    You may choose among the income plans described below at any time before the
annuity date. These plans are called annuity options. During the income phase,
all of the annuity options under this contract are fixed annuity options. This
means that your participation in the variable investment options ends on the
annuity date. If you have not selected an annuity option by the annuity date,
the Interest Payment Option (Option 3, described below) will automatically be
selected unless prohibited by applicable law.
ONCE THE ANNUITY PAYMENTS BEGIN, YOU CANNOT CHANGE THE ANNUITY OPTION.

OPTION 1
ANNUITY PAYMENTS FOR A FIXED PERIOD

Under this option, we will make equal payments for a period you choose, up to 25
years. The annuity payments may be made monthly, quarterly, semiannually, or
annually for as long as the annuitant is alive. If the annuitant dies during the
income phase, a lump sum payment will be made to the beneficiary. The amount of
the lump sum payment is determined by calculating the present value of the
unpaid future payments. This is done by using the interest rate used to compute
the actual payments. The interest rate used will always be at least 3.50% a
year. For payment periods of 10 years or more, we will waive any withdrawal
charge that otherwise would have been applied.

OPTION 2
LIFE ANNUITY WITH 120 PAYMENTS (10 YEARS) CERTAIN

Under this option, we will make annuity payments to the annuitant monthly,
quarterly, semiannually, or annually as long as the annuitant is alive. If the
annuitant dies before we have made 10 years worth of payments, we will pay the
beneficiary the present value of the remaining annuity payments in one lump sum
unless the annuitant has specifically instructed that the remaining monthly
annuity payments continue to be paid to the beneficiary. The present value of
the remaining annuity payments is calculated by using the interest rate used to
compute the amount of the original 120 payments. The interest rate used will
always be at least 3.50% a year.

OPTION 3
INTEREST PAYMENT OPTION

Under this option, you can choose to have us hold all or a portion of your
contract value to accumulate interest. You can receive interest payments on a
monthly, quarterly, semiannual, or annual basis or you can allow the interest to
accrue on your contract assets. If you have not selected an annuity option by
the annuity date, this is the option we will automatically select for you,
unless prohibited by applicable law. Under this option, we will pay you interest
at an effective rate of at least 3.0% a year.

    This option is not available if your contract is held in an Individual
Retirement Account.

OPTION 4
OTHER ANNUITY OPTIONS

We currently offer a variety of other annuity options not described above. At
the time you choose to receive your annuity payments, we may make available to
you any of the fixed annuity options that are offered at your annuity date.

    You should be aware that depending on your contract date and the annuity
option you choose, you may have to pay withdrawal charges.


18
<PAGE>
     4:
WHAT IS THE
     DEATH BENEFIT?
- --------------------------------------------------------------------------------

THE DEATH BENEFIT FEATURE PROTECTS THE VALUE OF THE CONTRACT FOR THE
BENEFICIARY.

BENEFICIARY

The beneficiary is the person(s) or entity you name to receive any death
benefit. The beneficiary is named at the time the contract is issued, unless you
change it at a later date. Unless an irrevocable beneficiary has been named, you
can change the beneficiary at any time before the annuitant or last surviving
annuitant dies.


CALCULATION OF THE DEATH BENEFIT IF YOU DO NOT ELECT THE RETIREMENT INCOME
GUARANTEE


If the annuitant (or the last surviving annuitant, if there are co-annuitants)
dies during the accumulation phase, we will, upon receiving appropriate proof of
death, pay a death benefit to the beneficiary designated by the contractowner.
If death is prior to age 80, the beneficiary will receive the greater of the
following:

o   Current value of your contract (as of the time we receive appropriate proof
    of death); or


o  *Guaranteed Minimum Death Benefit -- The Guaranteed Minimum Death Benefit
    is the greater of:

    1)  The highest value of the contract on any contract anniversary date. This
        is called the "step-up" value. Between anniversary dates, the step-up
        value is only increased by additional purchase payments and reduced
        proportionally by withdrawals; or


    2)  The "roll-up value" which is the total of all invested purchase payments
        compounded daily at an effective annual rate of 5.0%, subject to a 200%
        cap. Both the roll-up and the cap are reduced proportionally by
        withdrawals.


  * (If you have elected the Retirement Income Guarantee, the Guaranted Minimum
Death Benefit is referred to in your contract as the "Protected Value." The
Retirement Income Guarantee is discussed in Section 5.)

    If death is on or after 80, the beneficiary will receive the greater of: 1)
the current contract value as of the date that due proof of death is received,
or 2) the Guaranteed Minimum Death Benefit as of age 80, increased by additional
purchase payments, and reduced proportionally by the withdrawals. For this
purpose, an annuitant is deemed to reach age 80 on the contract anniversary on
or following the annuitant's actual 80th birthday.

    If the sole or older annuitant is age 80 or older at the time the contract
is issued, upon death, the beneficiary will receive the greater of: 1) current
contract value as of the date that due proof of death is received; or 2) the
total purchase payments reduced proportionally by withdrawals.


    Here is an example of a proportional reduction:

    If an owner withdrew 50% of a contract valued at $100,000 and if the step-up
value was $80,000, the new step-up value following the withdrawal, would be
$40,000 or 50% of what it had been prior to the withdrawal.

    If the contractowner and annuitant are not the same, the death benefit is
payable only in the event of the death of a sole annuitant or last surviving
annuitant, not the death of the contractowner.

    Certain terms of this death benefit are limited in Oregon. This death
benefit was enhanced in January, 1998, to provide for the Guaranteed Minimum
Death Benefit. Certain contractowners must have elected an endorsement in order
for this enhanced death benefit to apply. See the Statement of Additional
Information (SAI) for details.


CALCULATION OF THE DEATH BENEFIT IF YOU ELECT THE RETIREMENT INCOME
GUARANTEE

If you have elected the Retirement Income Guarantee feature, your death benefit
is based on the protected value described in Section 5, "What is the Retirement
Income Guarantee?"

     If a sole or last surviving annuitant dies before the annuity date, we
will, upon receipt of appropriate proof of death, pay a death benefit to your
beneficiary that will be calculated as follows:


                                                                              19
<PAGE>


    o   IF THE SOLE OR OLDER ANNUITANT IS UNDER AGE 80 on the date the contract
        was issued your beneficiary will receive a death benefit equal to the
        greater of:

        a)  the contract fund as of the date we receive due proof of death and
            any other required documentation; or

        b)  the protected value as of the date we receive due proof of death and
            any other required documentation.

    o   IF THE SOLE OR OLDER ANNUITANT IS AGE 80 OR OVER on the date the
        contract was issued, your beneficiary will receive a death benefit equal
        to the greater of:

        a)  the contract fund as of the date we receive due proof of death and
            any other required documentation; or

        b)  the initial invested purchase payment increased by subsequent
            invested purchase payments and reduced proportionately by
            withdrawals.


20

<PAGE>
     5:

WHAT IS THE
     RETIREMENT INCOME GUARANTEE?
- --------------------------------------------------------------------------------

THE RETIREMENT INCOME GUARANTEE PROVIDES THE CONTRACTOWNER WITH THE CHOICE OF
RECEIVING A GUARANTEED MINIMUM INCOME AMOUNT WITH PAYMENTS FOR LIFE WITH A
PERIOD CERTAIN. THE RETIREMENT INCOME GUARANTEE FEATURE MUST BE ELECTED AT THE
TIME YOU PURCHASE YOUR CONTRACT. IF YOU DO NOT CHOOSE TO ELECT THE RETIREMENT
INCOME GUARANTEE WHEN YOU PURCHASE YOUR CONTRACT, YOU WILL NOT BE GIVEN ANOTHER
OPPORTUNITY TO DO SO. IF YOU CHOOSE THIS FEATURE, YOU WILL BE CHARGED AN
ADDITIONAL FEE AND THERE WILL BE A SPECIFIC PAYOUT CALCULATION USED TO DETERMINE
YOUR FIXED PAYMENT AMOUNT. BEFORE PAYMENTS BEGIN, THERE IS A WAITING PERIOD
WHICH IS CALCULATED BASED ON YOUR AGE WHEN THE CONTRACT IS ISSUED. THIS WAITING
PERIOD IS DISCUSSED IN MORE DETAIL ON PAGE ___. AFTER YOUR CONTRACT WAITING
PERIOD HAS ELAPSED, YOU MAY EXERCISE THE RETIREMENT INCOME GUARANTEE FEATURE.

PROTECTED VALUE

During the accumulation phase, we will be calculating a "protected value" which
will be applied to the guaranteed annuity purchase rates to provide a guaranteed
minimum income during the income phase of your contract.

    The protected value is calculated daily in exactly the same way as the
Guaranteed Minimum Death Benefit, using the "step-up" and "roll-up" calculations
as discussed in Section 4 (see page ).

    After the contract anniversary coinciding with or next following the sole or
older annuitant's 80th birthday, the protected value can only be increased by
subsequent invested purchase payments made on or after the contract anniversary.
This means that we do not increase the protected value by the effective annual
interest rate or by any appreciation in the contract fund. If you make a
withdrawal on or after the contract anniversary, we still reduce the protected
value proportionally by the effect of that withdrawal. This means that the
withdrawal reduces those values in the same proportion as it reduces the
contract fund. We calculate the proportion by dividing the amount of the
contract fund after the withdrawal (including withdrawal charges) by the amount
of the contract fund immediately prior to the withdrawal. The resulting
percentage is multiplied by the applicable values (before the withdrawal) to
determine the protected value.

Because we do not impose a new waiting period for each subsequent purchase
payment, we reserve the right to limit subsequent purchase payments if we
discover that by the timing of your purchase payments and withdrawals, your
protected value is increasing in ways that are not intended. In determining
whether to limit purchase payments, we will look at purchase payments which are
disproportionately larger than the initial purchase payment and other actions
that may artificially increase the protected value.

RETIREMENT INCOME GUARANTEE PAYOUT AMOUNT

After first deducting charges for any applicable taxes attributable to premiums,
the Retirement Income Guarantee payout amount will equal the greater of:

o   the protected value as of the date the Retirement Income Guarantee payout
    option is effective applied to the guaranteed annuity purchase rates and
    based on the period certain as described below; or

o   the amount of the contract fund as of the date the Retirement Income
    Guarantee payout option is effective applied to the current annuity purchase
    rates then in use and based on the period certain as described below.

GUARANTEED ANNUITY PURCHASE RATES:

The guaranteed annuity purchase rates are contained in the contract and are
based on the following:

o   Guaranteed Interest Rate

The guaranteed interest rate used to calculate the guaranteed annuity purchase
rates is based on the interest rate in effect on the contract anniversary
immediately preceding the date the Retirement Income Guarantee payout option is
effective:

 Contract Anniversary             Guaranteed Interest Rate
 --------------------             ------------------------
 10 through 14                          3.0%
 15 or more                             3.5%

o   Guaranteed Mortality Rate

The guaranteed mortality rate used to calculate the guaranteed annuity purchase
rates is based on the Annuity 2000 valuation mortality table, with two-year age
setbacks, ten-year generational setback and projected mortality improvements
(50% of Scale G).


                                                                              21

<PAGE>



5: WHAT IS THE RETIREMENT INCOME GUARANTEE? CONTINUED

RETIREMENT INCOME GUARANTEE ANNUITY PAYOUT OPTIONS:

There are two annuity payout options available:

OPTION 1

Single Life Payout Option

Under this option, we will make monthly payments for as long as the annuitant
lives, with payments for a period certain. You may also choose to have the
payments made quarterly, semiannually or annually. No payments are due after the
death of the annuitant or, if later, the end of the period certain.

OPTION 2

Joint Life Payout Option

Under this option, we will make monthly payments for a period certain and after
that during the joint lifetime of the annuitant and co-annuitant. You may also
choose to have the payments made quarterly, semiannually or annually. Upon the
death of the annuitant or co-annuitant, payments will continue during the
remaining lifetime of the survivor at 100% of the original monthly payment if
the survivor is the annuitant. If the survivor is the co-annuitant the payment
amount will be 50% of the original monthly payment. No payments are due after
the death of the survivor of the annuitant and co-annuitant or, if later, the
end of the period certain.

    The period certain is based on the annuitant's age on the date the
Retirement Income Guarantee payout option is effective. The following chart
shows how the period certain is determined:

 Age                                 Period Certain
 ---                                 --------------
 80 or less                             10 years
 81                                      9 years
 82                                      8 years
 83                                      7 years
 84                                      6 years
 85-90                                   5 years

    There is no right of withdrawal under either payout option.

EXERCISE OF THE RETIREMENT INCOME GUARANTEE PAYOUT OPTION

The exercise period for the Retirement Income Guarantee payout option begins on
any contract anniversary date after the end of the applicable waiting period as
shown in the chart below. The exercise period ends thirty days after that
contract anniversary date, but no later than the contract anniversary following
the annuitant's 90th birthday. You may exercise the Retirement Income Guarantee
payout option by contacting us at the Prudential Annuity Service Center. We will
then provide you with the necessary forms and inform you of any other
information that we require. The exercise of the Retirement Income Guarantee
payout option will be effective when we receive all required documentation at
the Prudential Annuity Service Center.

    Waiting Period: The following chart shows how the waiting period is
determined:

                             Contract Anniversary on which
Annuitant's Issue Age           Waiting Period Ends
- ---------------------           -------------------
         45                             15
         46                             14
         47                             13
         48                             12
         49                             11
         50-70                          10

RETIREMENT INCOME GUARANTEE FEE

This fee is for assuming the risks associated with the Retirement Income
Guarantee. The fee is equal to 0.25% of the average daily protected value and
will be deducted:

o   on each contract anniversary;

o   upon revocation of the Retirement Income Guarantee;

o   upon choice of an option under Part 1 of the "Payout Provisions" section of
    the contract;

o   upon a full withdrawal; or

o   upon a partial withdrawal if the amount remaining in your contract fund
    after the partial withdrawal is not enough to cover the then applicable
    Retirement Income Guarantee fee.




22

<PAGE>



The fee is pro-rated based on the portion of the contract year for which the
Retirement Income Guarantee was in effect.

    The fee will be withdrawn from each investment option in the same proportion
that the value allocated to an investment option bears to the total amount of
the contract fund. If you make a full withdrawal or if the amount remaining in
your contract fund after a partial withdrawal is not enough to cover the then
applicable Retirement Income Guarantee fee, the Retirement Income Guarantee fee
is deducted from the amount paid.

    You will not be charged a Retirement Income Guarantee fee:

o   after the annuity date;

o   after the exercise of the Retirement Income Guarantee payout option; or

o   after revocation of the Retirement Income Guarantee option.

REVOCATION OF THE RETIREMENT
INCOME GUARANTEE

Your election of the Retirement Income Guarantee is revocable at any time after
the seventh contract anniversary and prior to the date on which the exercise of
the Retirement Income Guarantee payout option is effective. We must receive a
written notice to discontinue this benefit. The benefit will be discontinued
effective as of the date written notice is received in good order by us at the
Prudential Annuity Service Center. Once the benefit has been discontinued, you
may not elect it again.

OTHER RETIREMENT INCOME
GUARANTEE PROVISIONS

If a co-annuitant becomes the annuitant due to the death of the original
annuitant: the following rules will apply:

o   the waiting period will be based on the age of the original annuitant on the
    date the contract was issued; and

o   the payout amount and period certain under Option 1 will be based on the
    co-annuitant's age on the date the exercise of the Retirement Income
    Guarantee payout option is effective.



                                                                              23
<PAGE>
     6:
HOW CAN I PURCHASE A
     DISCOVERY SELECT CONTRACT?
- --------------------------------------------------------------------------------

PURCHASE PAYMENTS

A purchase payment is the amount of money you give us to purchase the contract.
The minimum purchase payment is $10,000. You can make additional purchase
payments of at least $1,000 or more at any time during the accumulation phase.
You must get our prior approval for any purchase payments over $2 million.

ALLOCATION OF PURCHASE PAYMENTS


When you purchase a contract, we will allocate your purchase payment among the
variable investment options and the fixed interest-rate options based on the
percentages you choose. The percentage of your allocation to a specific
investment option can range in whole percentages from 0% to 100%. If you make
additional purchase payments, they will be allocated in the same way as your
most recent purchase payment, unless you tell us otherwise. You may submit an
allocation change request at any time. Contact the Prudential Annuity Service
Center for details.


    We will credit these purchase payments to your contract as of the end of the
business day on which the payment is received at the Prudential Annuity Service
Center. Our business day closes, usually at 4:15 p.m. Eastern time. If, however
your first purchase payment is made without enough information for us to set up
your contract we may need to contact you to get the required information. If we
are not able to get this information within five business days, we will either
return your purchase payment or get your consent to continue holding it until we
receive the necessary information.

CALCULATING CONTRACT VALUE

The value of the variable portion of your contract will go up or down depending
on the investment performance of the variable investment option(s) you choose.
To determine the value of your contract, we use a unit of measure called an
accumulation unit. An accumulation unit works like a share of a mutual fund.

    Every day we determine the value of an accumulation unit for each of the
variable investment options. We do this by:

1)  Adding up the total amount of money allocated to a specific investment
    option;

2)  Subtracting from that amount insurance charges and any other applicable
    charges; and

3)  Dividing this amount by the number of outstanding accumulation units.


    When you make a purchase payment, we credit your contract with accumulation
units relating to the variable investment options you have chosen. The number of
accumulation units credited to your contract is determined by dividing the
amount of the purchase payment allocated to an investment option by the unit
price of the accumulation unit for that investment option. We calculate the unit
price for each investment option after the New York Stock Exchange closes each
day and then credit your contract. The value of the accumulation units can
increase, decrease, or remain the same from day to day. The Accumulation Unit
Values chart provided on page __ of this prospectus gives you more detailed
information about the accumulation units of the variable investment options.


    We cannot guarantee that the value of your contract will increase or that it
will not fall below the amount of your total purchase payments. However, we do
guarantee a minimum interest rate of 3.0% a year on that portion of the contract
value allocated to the fixed interest-rate options.


24
<PAGE>


     7:
WHAT ARE THE EXPENSES ASSOCIATED WITH THE
     DISCOVERY SELECT CONTRACT?

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

THERE ARE CHARGES AND OTHER EXPENSES ASSOCIATED WITH THE CONTRACT THAT REDUCE
THE RETURN ON YOUR INVESTMENT. THESE CHARGES AND EXPENSES ARE DESCRIBED BELOW.

INSURANCE CHARGES

Each day, we make a deduction for insurance charges. The insurance charges have
two parts:

1) MORTALITY AND EXPENSE RISK CHARGE

The mortality risk charge is for assuming the risk that the annuitant(s) will
live longer than expected based on our life expectancy tables. When this
happens, we pay a greater number of annuity payments. The expense risk charge is
for assuming that the current charges will be insufficient in the future to
cover the cost of administering the contract.

    The mortality and expense risk charge is equal, on an annual basis, to 1.25%
of the daily value of the contract invested in the variable investment options,
after expenses have been deducted. This charge is not assessed against amounts
allocated to the fixed interest-rate options.

    If the charges under the contract are not sufficient, then we will bear the
loss. We do, however, expect to profit from this charge. The mortality and
expense risk charge cannot be increased. Any profits made from this charge may
be used by us to pay for the costs of distributing the contracts.

2) ADMINISTRATIVE EXPENSE CHARGE

This charge is for the expenses associated with the administration of the
contract. The administration of the contract includes preparing and issuing the
contract, establishing and maintaining of contract records, issuing
confirmations and annual reports, personnel costs, legal and accounting fees,
filing fees, and systems costs.

    This charge is equal, on an annual basis, to 0.15% of the daily value of the
contract invested in the variable investment options, after expenses have been
deducted.

ANNUAL CONTRACT FEE

During the accumulation phase, if your contract value is less than $50,000, we
will deduct $30 per contract year (this fee may differ in certain states). This
annual contract fee is used for administrative expenses and cannot be increased.
The $30 charge will be deducted proportionately from each of the contract's
investment options. This charge will also be deducted when you surrender your
contract if your contract value is less than $50,000.

WITHDRAWAL CHARGE

During the accumulation phase, you can make withdrawals from your contract. When
you make a withdrawal, money will be taken first from your purchase payments for
purposes of determining withdrawal charges. When your purchase payments have
been used up, then we will take the money from your earnings. You will not have
to pay any withdrawal charge when you withdraw your earnings.


     The withdrawal charge is for the payment of the expenses involved in
selling and distributing the contracts, including sales commissions, printing of
prospectuses, sales administration, preparation of sales literature and other
promotional activities. If the contract is sold under circumstances that reduce
the sales expenses, we may reduce or eliminate the withdrawal charge. For
example, a large group of individuals purchasing contracts or an individual who
already has a relationship with the company may receive such a reduction.


   You can withdraw up to 10% of your total purchase payments each contract
year without paying a withdrawal charge. This amount is referred to as the
"charge-free amount." If any of the charge-free amount is not used during a
contract year, it will be carried over to the next contract year. During the
first seven contract years, if your withdrawal of purchase payments is more than
the charge-free amount, a withdrawal charge will be applied. This charge is
based on your contract date.


                                                                              25
<PAGE>


    The following table shows the percentage of withdrawal charges that would
apply :

PERCENTAGE OF APPLICABLE WITHDRAWAL CHARGES
- ------------------------------------------------
         During contract year 1               7%
         During contract year 2               6%
         During contract year 3               5%
         During contract year 4               4%
         During contract year 5               3%
         During contract year 6               2%
         During contract year 7               1%
         After that                           0%


CRITICAL CARE ACCESS

We will allow you to withdraw money from the contract and waive any withdrawal
and annual contract fee, if the annuitant or the last surviving co-annuitant (if
applicable) becomes confined to an eligible nursing home or hospital for a
period of at least three consecutive months. You would need to provide us with
proof of the confinement. If a physician has certified that the annuitant or
last surviving co-annuitant is terminally ill (has six months or less to live)
there will be no charge imposed for withdrawals. Critical Care Access is not
available in all states. This option is not available to the contractowner if he
or she is not the annuitant.

PREMIUM TAXES


Some states and/or municipalities charge premium taxes or similar taxes. We are
responsible for the payment of these taxes and will make a deduction from the
value of the contract to pay them. Some of these taxes are due when the contract
is issued, others are due when annuity payments begin. It is our current
practice not to impose a charge for these taxes until annuity payments begin. In
the few states that impose a tax, the current rates range up to 5.0%. If, in the
future, we are charged for additional taxes that are based on purchase payments,
that charge may be passed on to contractholders.


TRANSFER FEE

You can make 12 free transfers every year. We measure a year from the date we
issue your contract (contract date). If you make more than 12 transfers in a
year (excluding Dollar Cost Averaging and Auto-Rebalancing), we will deduct a
transfer fee of $25 for each additional transfer. The transfer fee will be
deducted proportionately from all the affected investment options. The transfer
fee is deducted before the MVA is calculated.

COMPANY TAXES

We will pay the taxes on the earnings of the Separate Account. We are not
currently charging the Separate Account for taxes. We will periodically review
the issue of charging the Separate Account for these taxes, and may impose such
a charge in the future.


26
<PAGE>


     8:
HOW CAN I
     ACCESS MY MONEY?

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

YOU CAN ACCESS YOUR MONEY BY:

o   MAKING A WITHDRAWAL
    (EITHER PARTIAL OR COMPLETE); OR

o   ELECTING TO RECEIVE ANNUITY
    PAYMENTS DURING THE INCOME PHASE.

YOU CAN MAKE WITHDRAWALS ONLY DURING
THE ACCUMULATION PHASE

When you make a complete withdrawal, you will receive the value of your contract
on the day you made the withdrawal, less any applicable charges. We will
calculate the value of your contract, and charges, if any, as of the date we
receive your request in good order at the Prudential Annuity Service Center.

    Unless you tell us otherwise, any partial withdrawal will be made
proportionately from all of the affected investment options and interest-rate
options you have selected. You will have to receive our consent to make a
partial withdrawal if the requested withdrawal is less than $500.

    We will generally pay the withdrawal amount, less any required tax
withholding, within seven days after we receive a properly completed withdrawal
request. We will deduct applicable charges, and apply a market-value adjustment,
if any, from the assets in your contract.


    INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY
WITHDRAWAL YOU MAKE. FOR A MORE COMPLETE EXPLANATION, SEE SECTION 9 ON PAGE 27
OF THIS PROSPECTUS AND THE TAX DISCUSSION IN THE STATEMENT OF ADDITIONAL
INFORMATION.


AUTOMATED WITHDRAWALS

We offer an Automated Withdrawal feature. This feature enables you to receive
periodic withdrawals in monthly, quarterly, semiannual or annual intervals. We
will process your withdrawals at the end of the business day at the intervals
you specify. We will continue at these intervals until you tell us otherwise.

    You can make withdrawals from any designated investment option or
proportionally from all investment options. Market-value adjustments may apply.
Withdrawal charges may be deducted if the withdrawals in any contract year are
more than the charge-free amount. The minimum automated withdrawal amount you
can make is $250.

    INCOME TAXES AND A 10% PENALTY TAX ON EARNINGS MAY APPLY TO AUTOMATED
WITHDRAWALS AS WELL AS ANY OTHER WITHDRAWALS MADE FROM YOUR CONTRACT.

SUSPENSION OF PAYMENTS OR TRANSFERS

We may be required to suspend or postpone payments made in connection with
withdrawals or transfers for any period when:

o   The New York Stock Exchange is closed (other than customary weekend and
    holiday closings);

o   Trading on the New York Stock Exchange is restricted;

o   An emergency exists during which sales of shares of the mutual funds are not
    reasonable or we cannot reasonably value the accumulation units; or

o   The Securities and Exchange Commission, by order, so permits suspension or
    postponement of payments for the protection of owners.

We expect to pay the amount of any withdrawal or transfer made from the
interest-rate options promptly upon request.


                                                                              27
<PAGE>


     9:
WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE
     DISCOVERY SELECT CONTRACT?

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

The tax considerations associated with the Discovery Select contract vary
depending on whether the contract is (i) owned by an individual and not
associated with a tax-favored retirement plan, or (ii) held under a tax-favored
retirement plan. We discuss the tax considerations for these categories of
contracts below. The discussion is general in nature and describes only federal
income tax law (not state or other tax laws). It is based on current law and
interpretations, which may change. It is not intended as tax advice. A qualified
tax adviser should be consulted for complete information and advice.

    We believe the contract is an annuity contract for tax purposes.
Accordingly, as a general rule, you should not pay any tax until you receive
money under the contract.

CONTRACTS OWNED BY INDIVIDUALS
(NOT ASSOCIATED WITH TAX FAVORED RETIREMENT PLANS)

TAXES PAYABLE BY YOU

Generally, annuity contracts issued by the same company (and affiliates) to you
during the same calendar year must be treated as one annuity contract for
purposes of determining the amount subject to tax under the rules described
below.

TAXES ON WITHDRAWALS AND SURRENDER

If you make a withdrawal from your contract or surrender it before annuity
payments begin, the amount you receive will be taxed as ordinary income, rather
than as return of purchase payments, until all gain has been withdrawn.

    If you assign all or part of your contract as collateral for a loan, the
part assigned will be treated as a withdrawal. Also, if you elect the interest
payment option, you will be treated, for tax purposes, as surrendering your
contract.

    If you transfer your contract for less than full consideration, such as by
gift, you will trigger tax on the gain in the contract. This rule does not apply
if you transfer the contract to your spouse or incident to divorce.

TAXES ON ANNUITY PAYMENTS

A portion of each annuity payment you receive will be treated as a partial
return of your purchase payments and will not be taxed. The remaining portion
will be taxed as ordinary income. Generally, the nontaxable portion is
determined by multiplying the annuity payment you receive by a fraction, the
numerator of which is your purchase payments (less any amounts previously
received tax-free) and the denominator of which is the total expected payments
under the contract.


    After the full amount of your purchase payments have been recovered
tax-free, the full amount of the annuity payments will be taxable. If annuity
payments stop due to the death of the annuitant before the full amount of your
purchase payments have been recovered, a tax deduction is allowed for the
unrecovered amount.


PENALTY TAXES ON WITHDRAWALS AND ANNUITY PAYMENTS

Any taxable amount you receive under your contract may be subject to a 10
percent penalty tax. Amounts are not subject to this penalty tax if:

o   the amount is paid on or after you reach age 59 1/2 or die;

o   the amount received is attributable to your becoming disabled;

o   the amount paid or received is in the form of level annuity payments not
    less frequently than annually under a lifetime annuity; and

o   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

    If you modify the lifetime annuity payment stream (other than as a result of
death or disability) before you reach age 59 1/2 (or before the end of the five
year period beginning with the first payment and ending after you reach age 59
1/2), your tax for the year of modification will be increased by the penalty tax
that would have been imposed without the exception, plus interest for the
deferral.


28
<PAGE>


     9:
TAX CONSIDERATIONS ASSOCIATED WITH THE DISCOVERY SELECT CONTRACT continued

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

TAXES PAYABLE BY BENEFICIARIES

Generally, the same tax rules apply to amounts received by your beneficiary as
those set forth above with respect to you. The election of an annuity payment
option instead of a lump sum death benefit may defer taxes. Certain minimum
distribution requirements apply upon your death, as discussed further below.

WITHHOLDING OF TAX FROM DISTRIBUTIONS

Taxable amounts distributed from your annuity contracts are subject to tax
withholding. You may generally elect not to have tax withheld from your
payments. These elections must be made on the appropriate Pruco Life forms.

ANNUITY QUALIFICATION

DIVERSIFICATION AND INVESTOR CONTROL

In order to qualify for the tax rules applicable to annuity contracts described
above, the contract must be an annuity contract for tax purposes. This means
that the assets underlying the annuity contract must be diversified, according
to certain rules. It also means that Pruco Life, and not you as the
contract-owner, must have sufficient control over the underlying assets to be
treated as the owner of the underlying assets for tax purposes. We believe these
rules, which are further discussed in the Statement of Additional Information,
will be met.

REQUIRED DISTRIBUTIONS UPON YOUR DEATH

Upon your death (or the death of a joint owner, if earlier), certain
distributions must be made under the contract. The required distributions depend
on whether you die on or before you start taking annuity payments under the
contract or after you start taking annuity payments under the contract.

    If you die on or after the annuity date, the remaining portion of the
interest in the contract must be distributed at least as rapidly as under the
method of distribution being used as of the date of death.

    If you die before the annuity date, the entire interest in the contract must
be distributed within 5 years after the date of death. However, if an annuity
payment option is selected by your designated beneficiary and if annuity
payments begin within 1 year of your death, the value of the contract may be
distributed over the beneficiary's life or a period not exceeding the
beneficiary's life expectancy. Your designated beneficiary is the person to whom
ownership of the contract passes by reason of death, and must be a natural
person.

    If any portion of the contract is payable to (or for the benefit of) your
surviving spouse, such portion of the contract may be continued with your spouse
as the owner.

CHANGES IN THE CONTRACT

We reserve the right to make any changes we deem necessary to assure that the
contract qualifies as an annuity contract for tax purposes. Any such changes
will apply to all contractowners and you will be given notice to the extent
feasible under the circumstances.

ADDITIONAL INFORMATION

You should refer to the Statement of Additional Information if:

o   The contract is held by a corporation or other entity instead of by an
    individual or as agent for an individual.

o   Your contract was issued in exchange for a contract containing purchase
    payments made before August 14, 1982.

o   You are a nonresident alien.

o   You transfer your contract to, or designate, a beneficiary who is either
    37-1/2 years younger than you or a grandchild.

o   You wish additional information on withholding taxes.

CONTRACTS HELD BY TAX FAVORED PLANS

Currently, the contract may be purchased for use in connection with individual
retirement accounts and annuities ("IRAs") which are subject to Sections 408(a),
408(b) and 408A of the Code. At some future time we may allow the contract to be
purchased in connection with other retirement arrangements which are also
entitled to favorable federal income tax treatment ("tax favored plans"). These
other tax favored plans include:


                                                                              29
<PAGE>

o   Simplified employee pension plans ("SEPs") under Section 408(k) of the Code;

o   Saving incentive match plans for employees-IRAs ("SIMPLE-IRAs") under
    Section 408(p) of the Code; and

o   Tax-deferred annuities ("TDAs") under Section 403(b) of the Code.

    This description assumes that (i) we will be offering this to both IRA and
non-IRA tax favored plans, and (ii) you have satisfied the requirements for
eligibility for these products.

TYPES OF TAX FAVORED PLANS
IRAs

If you buy a contract for use as an IRA, we will provide you a copy of the
prospectus, contract and a brochure containing information about eligibility,
contribution limits, tax particulars and other IRA information. In addition to
this information (some of which is summarized below), the IRS requires that you
have a "free look" after making an initial contribution to the contract. During
this time, you can cancel the contract by notifying us in writing, and we will
refund all of the purchase payments under the contract (or, if greater, the
amount credited under the contract, calculated as of the valuation period that
we receive this cancellation notice).

    Contributions Limits/Rollovers: Because of the way the contract is designed,
you may only purchase a contract for an IRA in connection with a "rollover" of
amounts from a qualified retirement plan. You must make a minimum initial
payment of $10,000 to purchase a contract. This minimum is greater than the
maximum amount of any annual contribution you may make to an IRA (which is
generally $2,000/year). The "rollover" rules under the Code are fairly
technical; however, an individual (or his or her surviving spouse) may generally
"roll over" certain distributions from tax favored retirement plans (either
directly or within 60 days from the date of these distributions) if he or she
meets the requirements for distribution. Once you buy the contract, you can make
regular IRA contributions under the contract (to the extent permitted by law).
However, if you make such regular IRA contributions, you should note that you
will not be able to treat the contract as a "conduit IRA," which means that you
will not be able subsequently to "roll over" the contract funds into another
Section 401(a) plan or TDA (although you may be able to transfer the funds to
another IRA).

    Required Provisions: Contracts that are IRAs (or endorsements that are part
of the contract) must contain certain provisions:

o   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);

o   Your rights as owner are non-forfeitable;

o   You cannot sell, assign or pledge the contract, other than to Pruco Life;

o   The annual premium you pay cannot be greater than $2,000 (which does not
    include any rollover amounts);

o   The date on which annuity payments must begin cannot be later than the
    April 1st of the calendar year after the calendar year you turn age 70-1/2;
    and

o   Death and annuity payments must meet "minimum distribution requirements"
    (described below).

    Usually, the full amount of any distribution from an IRA (including a
distribution from this contract) which is not a rollover is taxable. As taxable
income, these distributions are subject to the general tax withholding rules
described earlier. In addition to this normal tax liability, you may also be
liable for the following, depending on your actions:

o   A 10% "early distribution penalty" (described below);

o   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or

o   Failure to take a minimum distribution (also generally described below).

SEPs

SEPs are a variation on a standard IRA, and contracts issued to a SEP must
satisfy the same general requirements described under IRAs (above). There are,
however, some differences:


30
<PAGE>


     9:
TAX CONSIDERATIONS ASSOCIATED WITH THE DISCOVERY SELECT CONTRACT continued

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

o   If you participate in a SEP, you generally do not include into income any
    employer contributions made to the SEP on your behalf up to the lesser of
    (a) $30,000 or (b) 15% of the employee's earned income (not including the
    employer contribution amount as "earned income" for these purposes);

o   SEPs must satisfy certain participation and nondiscrimination requirements
    not generally applicable to IRAs; and

o   Some SEPs for small employers permit salary deferrals (up to $10,000 in
    1999) with the employer making these contributions to the SEP. However, no
    new "salary reduction" or "SAR-SEPs" can be established after 1996.

    You will also be provided the same information, and have the same "free
look" period, as you would have if you were purchasing the contract for a
standard IRA.

SIMPLE-IRAs

SIMPLE-IRAs are another variation on the standard IRA, available to small
employers (under 100 employees, on a "controlled group" basis) that do not offer
other tax favored plans. SIMPLE-IRAs are also subject to the same basic IRA
requirements with the following exceptions:

o   Participants in a SIMPLE-IRA may contribute up to $6,000 (in 1999,
    indexed), as opposed to the usual $2,000 limit, and employer
    contributions may also be provided as either a match (up to 3% of your
    compensation; and

o   SIMPLE -IRAs are not subject to the SEP nondiscrimination rules.

Roth IRAs

Congress amended the Code in 1997 to add a new Section 408A, creating the "Roth
IRA" as a new type of individual retirement plan. Like standard IRAs, income
within a Roth IRA accumulates tax-free, and contributions are subject to
specific limits. Roth IRAs have, however, the following differences:

o   Contributions to a Roth IRA cannot be deducted from your gross income;

o   "Qualified distributions" (generally, held for 5 years and payable on
    account of death, disability, attainment of age 59-1/2, or first
    time-homebuyer) from Roth IRAs are excludable from your gross income;
    and

o   If eligible, you may make contributions to a Roth IRA after attaining
    age 70-1/2, and distributions are not required to begin upon attaining
    such age or at any time thereafter.

    Because the contract's minimum initial payment of $10,000 is greater than
the maximum annual contribution permitted to be made to a Roth IRA (generally,
$2,000 less any contributions to a traditional IRA), you may purchase a contract
as a Roth IRA only in connection with a "rollover" or "conversion" of the
proceeds of another traditional IRA, conduit IRA, SEP, SIMPLE-IRA, or Roth IRA.
The Code permits persons who meet certain income limitations (generally,
adjusted gross income under $100,000), and who receive certain qualifying
distributions from such non-Roth IRAs, to directly rollover or make, within 60
days, a "rollover" of all or any part of the amount of such distribution to a
Roth IRA which they establish. This conversion triggers current taxation (but is
not subject to a 10% early distribution penalty). Once the contract has been
purchased, regular Roth IRA contributions will be accepted to the extent
permitted by law.

TDAs

You may own TDAs generally if you are either an employer or employee of a
tax-exempt organization (as defined under Code Section 501(c)(3)) or a public
educational organization, you may make contributions to a TDA so long as the
employee's rights to the annuity are nonforfeitable. Contributions to a TDA, and
any earnings, are not taxable until distribution. You may also make
contributions to a TDA under a salary reduction agreement, generally up to a
maximum of $10,000 (1999, indexed). Further, you may roll over TDA amounts to
another TDA or an IRA.

    A contract may only qualify as a TDA if distributions (other than
"grandfathered" amounts held as of


                                                                              31
<PAGE>

December 31, 1988) may be made only on account of:

o   Your attainment of age 59-1/2;

o   Your severance of employment;

o   Your death;

o   Your total and permanent disability; OR

o   Hardship (under limited circumstances, and only related to salary
    deferrals and any earnings attributable to these amounts).

    In any event, you must begin receiving distributions from your TDA by April
1st of the calendar year after the calendar year you turn age 70 1/2 or retire,
whichever is later.

    These distribution limits do not apply either to transfers or exchanges of
investments under the contract, or to any "direct transfer" of your interest in
the contract to another TDA or to a mutual fund "custodial account" described
under Code Section 403(b)(7).

    Employer contributions to TDAs are subject to the same general contribution,
nondiscrimination, and minimum participation rules applicable to "qualified"
retirement plans.

ADDITIONAL TAX FEATURES FOR TAX FAVORED PLANS

MINIMUM DISTRIBUTION OPTION

If you hold the contract under an IRA or other tax favored plan, you can satisfy
the IRS minimum distribution requirements described above (generally,
distribution after age 70 1/2) under the contract without either annuitizing or
"cash surrendering" a portion of the contract. You, as owner of the contract,
can select either a "calculation" or "recalculation" method to determine the
minimum distribution. We will send you a check for the minimum distribution
amount, less any other partial withdrawals that you made during the year. More
information on the mechanics of this calculation is available on request.

PENALTY FOR EARLY WITHDRAWALS

You may owe a 10% penalty tax to the taxable part of distributions received from
an IRA, SEP, SIMPLE-IRA (which may increase to 25%), Roth IRA, TDA or qualified
retirement plan before you attain age 59 1/2. There are only limited exceptions
to this tax, and you should consult your tax adviser for further details.

WITHHOLDING

The Code requires a mandatory 20% federal income tax withholding for certain
distributions from a TDA or qualified retirement plan, unless the distribution
is an eligible rollover contribution that is "directly" rolled into another
qualified plan, IRA (including the IRA variations described above) or TDA.. For
all other distributions, unless you elect otherwise, we will withhold federal
income tax from the taxable portion of such distribution at an appropriate
percentage. The rate of withholding on annuity payments where no mandatory
withholding is required is determined on the basis of the withholding
certificate that you file with us. If you do not file a certificate, we will
automatically withhold federal taxes on the following basis:

o   For any annuity payments not subject to mandatory withholding, you will have
    taxes withheld by us as if you are a married individual, with 3 exemptions;
    and

o   For all other distributions, you will be withheld at a 10% rate.

    We will provide you with forms and instructions concerning the right to
elect that no amount be withheld from payments in the ordinary course. However,
you should know that, in any event, you are liable for payment of federal income
taxes on the taxable portion of the distributions, and you should consult with
your tax advisor to find out more information on your potential liability if you
fail to pay such taxes.

ERISA DISCLOSURE/REQUIREMENTS

ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
prevents a fiduciary and other "parties in interest" with respect to a plan
(and, for these purposes, an IRA would also constitute a "plan") from receiving
any benefit from any party dealing with the plan, as a result of the sale of the
contract Administrative exemptions under ERISA generally permit the sale of
insurance/annuity products to plans, provided that certain information is
disclosed to the person purchasing the contract. This information has to do
pri-


32
<PAGE>
     9:
TAX CONSIDERATIONS ASSOCIATED WITH THE DISCOVERY SELECT CONTRACT continued
- --------------------------------------------------------------------------------

marily with the fees, charges, discounts and other costs related to the
contract, as well as any commissions paid to any agent selling the contract.


    Information about any applicable fees, charges, discounts, penalties or
adjustments may be found under "What Are the Expenses Associated with the
Discovery Select Contract" starting on page __.

    Information about sales representatives and commissions may be found under
"Other Information" and "Sale of the Contract and Distributor" on page __.


    In addition, other relevant information required by the exemptions is
contained in the contract and accompanying documentation. Please consult your
tax advisor if you have any additional questions.






                                                                              33
<PAGE>


     10:
     OTHER
     INFORMATION

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

PRUCO LIFE INSURANCE COMPANY

Pruco Life Insurance Company is a stock life insurance company organized in 1971
under the laws of the State of Arizona. Pruco Life is licensed to sell life
insurance and annuities in the District of Columbia, Guam and in all states
except New York and therefore is subject to the insurance laws and regulations
of all the jurisdictions where it is licensed to do business. Pruco Life is a
wholly-owned subsidiary of The Prudential Life Insurance Company of America
(Prudential), a mutual insurance company founded in 1875 under the laws of the
State of New Jersey.


     Pruco Life publishes annual and quarterly reports that are filed with the
SEC. These reports contain financial information about Pruco Life that is
audited annually by independent accountants. The most recent annual report is
contained in the Statement of Additional Information. While Pruco Life's annual
report is not ordinarily mailed to contractholders, you can obtain a copy at no
cost by calling us at the number that appears on the cover of this prospectus.
This information together with the current reports filed with the SEC, as
required by section 15 of the Exchange Act of 1934, is legally a part of this
prospectus.


    Prudential is currently considering reorganizing itself onto a publicly
traded stock company through a process known as "demutualization." On February
10, 1998, the company's Board of Directors authorized management to take
preliminary steps necessary to allow the company to demutualize. On July 1,
1998, legislation was enacted in New Jersey that would permit this conversion to
occur and that specified the process for conversion. Demutualization is a
complex process involving development of a plan of reorganization, adoption of a
plan by the company's Board of Directors, a public hearing, voting by qualified
policyholders and regulatory approval. This process could take two or more years
to complete. Prudential's management and Board of Directors have not yet
determined to demutalize and it is possible that, after careful review,
Prudential could decide not to go public.

    The plan of reorganization, which has not been developed and approved, would
provide the criteria for determining eligibility and the methodology for
allocating shares or other consideration to those who would be eligible.
Generally, the amount of shares or other consideration eligible customers would
receive would be based on a number of factors, including types, amounts and
issue years of their policies. As a general rule, owners of Prudential-issued
insurance policies and annuity contracts would be eligible, while mutual fund
customers and customers of the company's subsidiaries, such as the Pruco Life
insurance companies, would not be. It has not yet been determined whether any
exceptions to that general rule will be made with respect to policyholders and
contractowners of Prudential's subsidiaries.

THE SEPARATE ACCOUNT

We have established a separate account, the Pruco Life Flexible Premium Variable
Annuity Account (Separate Account), to hold the assets that are associated with
the contracts. The Separate Account was established under Arizona law on June
16, 1995, and is registered with the U.S. Securities and Exchange Commission
under the Investment Company Act of 1940, as a unit investment trust, which is a
type of investment company. The assets of the Separate Account are held in the
name of Pruco Life and legally belong to us. These assets are kept separate from
all of our other assets and may not be charged with liabilities arising out of
any other business we may conduct. More detailed information about Pruco Life,
including its audited financial statements, is provided in Part III of this
prospectus.

EXPERTS


The consolidated financial statements of Pruco Life as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998,
included in the Statement of Additional Information, have been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants
given on the authority of said firm as experts in auditing and accounting.
PricewaterhouseCoopers LLP's principal business address is 1177 Avenue of the
Americas, New York, New York 10036.



34
<PAGE>
     10:
OTHER INFORMATION continued
- --------------------------------------------------------------------------------

SALE OF THE CONTRACT AND DISTRIBUTOR

Prudential Investment Management Services LLC ("PIMS"), 751 Broad Street,
Newark, New Jersey 07102-3777, acts as the distributor of the contracts. PIMS is
a wholly-owned subsidiary of Prudential and is a limited liability corporation
organized under Delaware law in 1996. It is a registered broker-dealer under the
Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc. Commissions for the sales of contracts are paid to
Prudential representatives and to other independent broker-dealers who sell the
contracts. Registered representatives of independent broker-dealers may be paid
on a different basis than those affiliated with PIMS. The maximum commission
that will be paid to the broker-dealer to cover both the individual
representative's commission and other distribution expenses will not be more
than 6.0% of the purchase payment.

ASSIGNMENT

You can assign the contract at any time during your lifetime. We will not be
bound by the assignment until we receive written notice. We will not be liable
for any payment or other action we take in accordance with the contract if that
action occurs before we receive notice of the assignment. An assignment, like
any other change in ownership, may trigger a taxable event.

    If the contract is issued under a qualified plan, there may be limitations
on your ability to assign the contract. For further information please speak to
your financial professional.

FINANCIAL STATEMENTS

The financial statements of the Separate Account associated with Discovery
Select are included in the Statement of Additional Information.

YEAR 2000 COMPLIANCE


THE YEAR 2000 ISSUE

The Year 2000 issue is best understood as a computer hardware and software
problem involving the way dates are stored and processed in computer systems.
The services provided to you as a purchaser of Discovery Select depend on the
smooth functioning of these computer systems. Many computer systems in use today
are programmed to recognize only the last two digits of a date as the year. As a
result, any systems using this kind of programming can not distinguish a date
using "00" and may treat it as 1900 instead of 2000. This problem may impact
computer systems that store business information, but it could also affect other
equipment used in our business such as telephones, fax machines and elevators.
If this problem is not corrected, the "Year 2000" issue could affect the
accuracy and integrity of business records. Prudential's regular business
operations could be interrupted as well as those of other companies that deal
with us.

    In addition, the operations of the mutual funds associated with the
Discovery Select contract could experience problems resulting from the Year 2000
issue. Please refer to the mutual fund prospectus for information regarding
their approach to Year 2000 concerns.

    To address this potential problem Prudential has organized its Year 2000
efforts around the following three areas:

o   BUSINESS APPLICATIONS - Computer programs directly used to support our
    business.

o   INFRASTRUCTURE - Computers and other business equipment such as telephones
    and fax machines.

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


    BUSINESS APPLICATIONS. The business applications component includes a wide
range of computer programs that directly support Prudential's business
operations including applications used for insurance product administration,
securities trading, personnel record keeping and general accounting systems. All
business applications have been analyzed to determine whether each computer
program with a Year 2000 problem should be retired, replaced or renovated.
Renovation, replacement, and retirement of business applications are now
substantially complete. Newly developed or purchased programs are being tested
prior to their use.

    INFRASTRUCTURE. As with business applications, we have established a
specific methodology and process for addressing infrastructure issues. The
infrastructure effort includes mainframe computer system hardware



                                                                              35
<PAGE>



and operating system software, mid-range systems and servers, telecommunications
equipment and systems, buildings and facilities systems, personal computers and
vendor hardware and software. With the exception of personal computers, which
are scheduled for completion in the third quarter of 1999, infrastructure
systems are substantially complete.

    BUSINESS PARTNERS. Early in the Year 2000 program, Prudential recognized the
importance of determining the Year 2000 readiness of external business
relationships, especially those that involve electronic data transfer services
and products that impact our essential business processes. We first classified
each business partner as a "priority" or "non-priority" to our business and then
began to develop risk assessment and contingency plans to address the
possibility that a business partner could experience a Year 2000 failure. All
priority and non-priority business partner relationships have been assessed and
contingency planning is complete. We will continue to assess our risk, review
and update our contingency planning and assess any new business partners until
2000 in an effort to minimize risk.

    Prudential believes that its Year 2000 project is substantially on schedule.
A small number of the projects may not meet their targeted completion date but
we expect that these projects will be completed by September, 1999. Should there
be any delays, they will not significantly impact the timing of the project as a
whole.

THE COST OF YEAR 2000 READINESS

Prudential is funding the Year 2000 program from internal operating budgets, and
estimates that its total costs to address the Year 2000 issue will be
approximately $232 million. Because these expenses were part of the operating
budget, they do not impact the management of Discovery Select. During the course
of the Year 2000 program, some optional computer projects have been delayed, but
these delays have not had any material effect on Discovery Select.

YEAR 2000 RISKS AND CONTINGENCY PLANNING

Prudential believes that it is well positioned to lessen the impact of the Year
2000 problem. However, given the nature of this issue, we cannot be 100% certain
of Year 2000 readiness of third parties. As a result,, we are unable to
determine at this time whether the consequences of Year 2000 failures may have a
material adverse effect on the results of Prudential's operations, liquidity or
financial condition. In the worst case, it is possible that a Year 2000
technology failure, whether internal or external, could have a material impact
on Prudential's results of operations, liquidity, or financial position. If
Prudential is unable to achieve Year 2000 compliance on a timely basis, we may
have difficulty in responding to your incoming phone calls, calculating your
unit values or processing withdrawals and purchase payment. It is also possible
that the mutual funds associated with Discovery Select will be unable to value
their securities, in turn creating difficulties in purchasing or selling shares
of the mutual fund and calculating corresponding unit asset values. The
objective of Prudential's Year 2000 program is to reduce these risks as much as
possible.

    Most of the operations of Discovery Select involve such a large number of
individual transactions that they can only be handled with the help of
computers. As a result, our current contingency plans include responses to the
failure of specific business applications or infrastructure components.
Prudential will continue to review and update its contingency plans until 2000
in an effort to reduce the level of uncertainty about the effect of the Year
2000 issue and further minimize risk. Prudential believes that with the
completion of its Year 2000 program as scheduled, the possibility of significant
interruptions of normal operations will be reduced.


STATEMENT OF ADDITIONAL INFORMATION

Contents:
o  Company
o  Experts
o  Litigation
o  Legal Opinions
o  Principal Underwriter
o  Determination of Accumulation Unit Values
o  Performance Information
o  Comparative Performance Information
o  Further Information about the Death Benefit

o  Federal Tax Status

o  Financial Information


36
<PAGE>
Accumulation Unit Values
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

ACCUMULATION UNIT VALUES: AS A PERCENTAGE OF EACH FUND'S AVERAGE DAILY NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------------
                                            ACCUMULATION UNIT VALUE   ACCUMULATION UNIT VALUE    NUMBER OF ACCUMULATION UNITS
                                            AT BEGINNING OF PERIOD       AT END OF PERIOD        OUTSTANDING AT END OF PERIOD
<S>      <C>                                    <C>                    <C>                         <C>
PRUDENTIAL DIVERSIFIED BOND PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.03731                  $1.06033                    6,007,104
         1/1/97 to 12/31/97                        $1.06033                  $1.13525                   83,725,723
         1/1/98 to 12/31/98                        $1.13525                  $1.19977                  279,253,272

PRUDENTIAL EQUITY INCOME PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.13494                  $1.23339                    2,784,921
         1/1/97 to 12/31/97                        $1.23339                  $1.66167                   99,533,257
         1/1/98 to 12/31/98                        $1.66167                  $1.59960                  254,746,617

PRUDENTIAL EQUITY PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.13479                  $1.20807                    8,287,181
         1/1/97 to 12/31/97                        $1.20807                  $1.48518                  134,944,417
         1/1/98 to 12/31/98                        $1.48518                  $1.60144                  280,479,415

PRUDENTIAL GLOBAL PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.14330                  $1.19505                    1,375,156
         1/1/97 to 12/31/97                        $1.19505                  $1.26079                   18,580,228
         1/1/98 to 12/31/98                        $1.26079                  $1.55516                   34,899,069

PRUDENTIAL HIGH YIELD PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.11250                  $1.12263                    8,231,178
         1/1/97 to 12/31/97                        $1.12263                  $1.25972                   84,952,656
         1/1/98 to 12/31/98                        $1.25972                  $1.21296                  227,901,703

PRUDENTIAL MONEY MARKET PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.03576                  $1.04505                   16,621,393
         1/1/97 to 12/31/97                        $1.04505                  $1.08688                   80,833,415
         1/1/98 to 12/31/98                        $1.08688                  $1.12985                  196,092,083

PRUDENTIAL JENNISON PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.12169                  $1.13943                    4,882,616
         1/1/97 to 12/31/97                        $1.13943                  $1.48006                   72,354,119
         1/1/98 to 12/31/98                        $1.48006                  $2.00651                  209,542,146

PRUDENTIAL SMALL CAPITALIZATION STOCK PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         9/1/98* to 12/31/98                       $1.02621                  $1.25353                    6,947,511

PRUDENTIAL STOCK INDEX PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.07837                  $1.13652                    7,481,300
         1/1/97 to 12/31/97                        $1.13652                  $1.48876                  115,667,746
         1/1/98 to 12/31/98                        $1.48876                  $1.88540                  261,786,090

AIM VI GROWTH AND INCOME FUND
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00065                  $1.03757                    3,408,550
         1/1/97 to 12/31/97                        $1.03757                  $1.28644                   32,365,952
         1/1/98 to 12/31/98                        $1.28644                  $1.61976                   59,407,686

AIM VI VALUE FUND
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00223                  $1.04935                    4,033,864
         1/1/97 to 12/31/97                        $1.04935                  $1.27997                   37,009,785
         1/1/98 to 12/31/98                        $1.27997                  $1.67125                   70,530,542

AMERICAN CENTURY VP VALUE FUND
- -----------------------------------------------------------------------------------------------------------------------------
         9/1/98* to 12/31/98                       $1.02098                  $1.17305                    3,082,973

                                                                                   THIS CHART CONTINUES ON THE NEXT PAGE
</TABLE>


                                                                              37
<PAGE>
<TABLE>
<CAPTION>

ACCUMULATION UNIT VALUES (CONTINUED): AS A PERCENTAGE OF EACH FUND'S AVERAGE DAILY NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------------
                                            ACCUMULATION UNIT VALUE   ACCUMULATION UNIT VALUE    NUMBER OF ACCUMULATION UNITS
                                            AT BEGINNING OF PERIOD       AT END OF PERIOD        OUTSTANDING AT END OF PERIOD
<S>      <C>                                    <C>                    <C>                         <C>
JANUS ASPEN SERIES GROWTH PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00191                  $1.00830                 5,459,309
         1/1/97 to 12/31/97                        $1.00830                  $1.22056                40,236,135
         1/1/98 to 12/31/98                        $1.22056                  $1.63278                70,344,877

JANUS ASPEN SERIES INTN'L GROWTH PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00130                  $1.05349                 5,902,196
         1/1/97 to 12/31/97                        $1.05349                  $1.23121                63,737,492
         1/1/98 to 12/31/98                        $1.23121                  $1.42337                95,669,051

MFS EMERGING GROWTH SERIES
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00860                  $0.95812                 5,755,823
         1/1/97 to 12/31/97                        $0.95812                  $1.15186                44,342,700
         1/1/98 to 12/31/98                        $1.15186                  $1.52386                96,930,075

MFS RESEARCH SERIES
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00228                  $1.02610                 2,727,174
         1/1/97 to 12/31/97                        $1.02610                  $1.21695                31,409,623
         1/1/98 to 12/31/98                        $1.21695                  $1.48048                50,551,268

OCC ACCUMULATION TRUST MANAGED PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $0.99909                  $1.05185                 8,643,614
         1/1/97 to 12/31/97                        $1.05185                  $1.26868               144,784,302
         1/1/98 to 12/31/98                        $1.26868                  $1.34022               302,639,179

OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $0.99623                  $1.05106                 2,345,893
         1/1/97 to 12/31/97                        $1.05106                  $1.26710                36,276,987
         1/1/98 to 12/31/98                        $1.26710                  $1.13668                68,479,356

TEMPLETON VARIABLE PRODUCTS SERIES FUND
FRANKLIN SMALL CAP INVESTMENTS FUND - CLASS 2
- -----------------------------------------------------------------------------------------------------------------------------
         9/1/98* to 12/31/98                       $1.00945                  $1.24477                 2,820,341

T. ROWE PRICE EQUITY INCOME PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $0.99996                  $1.04885                 6,578,342
         1/1/97 to 12/31/97                        $1.04885                  $1.33212                65,481,114
         1/1/98 to 12/31/98                        $1.33212                  $1.43277               110,131,073

T. ROWE PRICE INTN'L SERIES - INTN'L STOCK PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00159                  $1.03988                 2,951,074
         1/1/97 to 12/31/97                        $1.03988                  $1.05690                22,039,049
         1/1/98 to 12/31/98                        $1.05690                  $1.20747                29,923,449

WARBURG PINCUS TRUST POST-VENTURE CAPITAL PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------------------
         10/7/96* to 12/31/97                      $1.00587                  $0.95745                 1,786,115
         1/1/97 to 12/31/97                        $0.95745                  $1.07018                11,039,843
         1/1/98 to 12/31/98                        $1.07018                  $1.12410                18,649,002

                                                                                              * COMMENCEMENT OF BUSINESS
</TABLE>


38
<PAGE>
MARKET-VALUE
     ADJUSTMENT FORMULA
- --------------------------------------------------------------------------------

MARKET-VALUE ADJUSTMENT FORMULA

WITH RESPECT TO RESIDENTS OF STATES, OTHER THAN PENNSYLVANIA, IN WHICH DISCOVERY
SELECT IS BEING OFFERED. WITH RESPECT TO RESIDENTS OF PENNSYLVANIA, SEE PAGE 37.

THE ADJUSTMENT INVOLVES THREE AMOUNTS

         The Market-Value Adjustment, which is applied to withdrawals and
transfers made at any time other than the 30-day period following the end of an
interest rate period, involves three amounts:

1)  The number of whole months remaining in the existing interest rate period.

2)  The guaranteed interest rate.

3)  The interest rate that Pruco Life declares for a duration of one year longer
    than the number of whole years remaining on the existing cell being
    withdrawn from.

STATED AS A FORMULA, THE MARKET VALUE IS EQUAL TO:
(M/12) X (R-C)

    NOT TO EXCEED +0.40 OR BE LESS THAN -0.40; Where,

- --------------------------------------------------------------------------------
M = the number of whole months (not to be less than one) remaining in the
    interest-rate period.

R = the Contract's guaranteed interest-rate expressed as a decimal. Thus 6.2% is
    converted to 0.062.

C = the interest-rate, expressed as a decimal, that Pruco Life declares for a
    duration equal to the number of whole years remaining in the present
    interest-rate period, plus 1 year as of the date the request for a
    withdrawal or transaction is received.
- --------------------------------------------------------------------------------

The Market-Value Adjustment is then equal to the Market Value Factor multiplied
by the amount subject to a Market-Value Adjustment.

STEP BY STEP

THE STEPS BELOW EXPLAIN HOW A MARKET-VALUE ADJUSTMENT IS CALCULATED.

STEP 1: Divide the number of whole months left in the existing interest rate
period (not to be less than one) by 12.

STEP 2: Divide the interest rate Pruco Life declares on the date the request for
withdrawal or transfer is received for a duration of years equal to the whole
number of years determined in Step 1, plus 1 additional year. Subtract this
interest rate from the guaranteed interest rate. The result could be negative.

STEP 3: Multiply the results of Step 1 and Step 2. Again, the result could be
negative. If the result is less than -0.4, use the value -0.4. If the result is
in between -0.4 and 0.4, use the actual value. If the result is more than 0.4,
use the value 0.4.

STEP 4: Multiply the result of Step 3 (which is the Market Value Factor) by the
value of the amount subject to a Market-Value Adjustment. The result is the
Market-Value Adjustment.

STEP 5: The result of Step 4 is added to the interest cell. If the Market-Value
Adjustment is positive, the interest cell will go up in value. If the
Market-Value Adjustment is negative, the interest cell will go down in value.

    DEPENDING UPON WHEN THE WITHDRAWAL REQUEST IS MADE, A WITHDRAWAL CHARGE MAY
APPLY.

    THE FOLLOWING EXAMPLE WILL ILLUSTRATE THE APPLICATION OF A MARKET-VALUE
ADJUSTMENT AND THE DETERMINATION OF THE WITHDRAWAL CHARGE: SUPPOSE A
CONTRACTOWNER MADE TWO INVESTED PURCHASE PAYMENTS, THE FIRST IN THE AMOUNT OF
$10,000 ON DECEMBER 1, 1995, ALL OF WHICH WAS ALLOCATED TO THE EQUITY
SUBACCOUNT, AND THE SECOND IN THE AMOUNT OF $5,000 ON OCTOBER 1, 1997, ALL OF
WHICH WAS ALLOCATED TO THE MVA OPTION WITH A GUARANTEED INTEREST RATE OF 8%
(0.08) FOR 7 YEARS. A REQUEST FOR WITHDRAWAL OF $8,500 IS MADE ON FEBRUARY 1,
2000 (THE CONTRACT OWNER DOES NOT PROVIDE ANY WITHDRAWAL INSTRUCTIONS). ON THAT
DATE THE AMOUNT IN THE EQUITY SUBACCOUNT IS EQUAL TO $12,000 AND THE AMOUNT IN
THE INTEREST CELL WITH A MATURITY DATE OF SEPTEMBER 30, 2004 IS $5,985.23, SO
THAT THE CONTRACT FUND ON THAT DATE IS EQUAL TO $17,985.23.

    ON FEBRUARY 1, 2000, THE INTEREST RATES DECLARED BY PRUCO LIFE FOR THE
DURATION OF 5 YEARS (4 WHOLE YEARS REMAINING UNTIL SEPTEMBER 30, 2004, PLUS 1
YEAR) IS 11%.


                                                                              39
<PAGE>


THE FOLLOWING COMPUTATIONS WOULD BE MADE:

1)  Calculate the Contract Fund value as of the effective date of the
    transaction. This would be $17,985.23.

2)  Calculate the charge-free amount (the amount of the withdrawal that is not
    subject to a withdrawal charge).

    Date                 Payment               Free
    -------------------------------------------------
    12/1/95              $10,000               $1,000
    12/1/96                                    $2,000
    10/1/97               $5,000               $2,500
    12/1/97                                    $4,000
    12/1/98                                    $5,500
    12/1/99                                    $7,000

    The charge-free amount in the fifth Contract year is 10% of $15,000 (total
    purchase payments) plus $5,500 (the charge-free amount available in the
    fourth Contract year) for a total of $7,000.

3)  Since the withdrawal request is in the fifth Contract year, a 3% withdrawal
    charge rate applies to any portion of the withdrawal which is not
    charge-free.

     ----------------------------------------------
      $8,500.00   REQUESTED WITHDRAWAL AMOUNT
     -$7,000.00   CHARGE-FREE
     -----------------------------------------
      $1,500.00   ADDITIONAL AMOUNT NEEDED TO
                  COMPLETE WITHDRAWAL

    The Contract provides that the Contract Fund will be reduced by an amount
    which, when reduced by the withdrawal charge, will equal the amount
    requested. Therefore, in order to produce the amount needed to complete the
    withdrawal request ($1,500), we must "gross-up" that amount, before applying
    the withdrawal charge rate. This is done by dividing by 1 minus the
    withdrawal charge rate.

     -----------------------------------------
      $1,500.00 / (1-.03) =
      $1,500.00 / 0.97 = $1,546.39 GROSSED-UP AMOUNT

    Please note that a 3% withdrawal charge on this grossed-up amount reduces it
    to $1,500, the balance needed to complete the request.

     -----------------------------------------------
      $1,546.39   GROSSED-UP AMOUNT
      X   .03     WITHDRAWAL CHARGE RATE
     -----------------------------------
         $46.39   WITHDRAWAL CHARGE

4)  The Market Value Factor is determined as described in steps 1 through 5,
    above. In this case, it is equal to 0.08 (8% is the guaranteed rate in the
    existing cell) minus 0.11 (11% is the interest-rate that would be offered
    for an interest cell with a duration of the remaining whole years plus 1),
    which is -0.03, multiplied by 4.58333 (55 months remaining until September
    30, 2004, divided by 12) or -0.13750. Thus, there will be a negative
    Market-Value Adjustment of 14% of the amount in the interest cell that is
    subject to the adjustment.

     -------------------------------------------------
          -0.13750 x $5,985.23 =
        -822.97   NEGATIVE MVA
     -----------------------------------------
      $5,985.23   UNADJUSTED VALUE
      $5,162.26   ADJUSTED VALUE
     -----------------------------------------
     $12,000.00   EQUITY VALUE
     $17,162.26   ADJUSTED CONTRACT FUND

5)  The total amount to be withdrawn, $8,546.39, (sum of the surrender charge,
    $46.39, and the requested withdrawal amount of $8,500) is apportioned over
    all accounts making up the Contract Fund following the Market-Value
    Adjustments, if any, associated with the MVA option.

     --------------------------------------------------
     EQUITY
    ($12,000/$17,162.26) x $8,546.39 =       $5,975.71
     --------------------------------------------------
    7-Yr MVA
    ($5,162.26/$17,162.26) x $8,546.39=      $2,570.68
                                             ---------
                                             $8,546.39

6)  The adjusted value of the interest cell, $5,162.26, reduced by the
    withdrawal of $2,570.68 leaves $2,591.58. This amount must be "unadjusted"
    by dividing it by 0.86250 (1 plus the Market-Value Adjustment of -0.13750)
    to determine the amount remaining in the interest cell to which the
    guaranteed interest-rate of 8% will continue to be credited until September
    30, 2004 or a subsequent withdrawal. That amount is $3,004.73.


40
<PAGE>

MARKET-VALUE ADJUSTMENT FORMULA continued
- --------------------------------------------------------------------------------

MARKET-VALUE ADJUSTMENT FORMULA

WITH RESPECT TO RESIDENTS OF PENNSYLVANIA ONLY.

THE ADJUSTMENT INVOLVES THREE AMOUNTS

The Market-Value Adjustment, which is applied to withdrawals and transfers made
at any time other than the 30-day period following the end of an interest rate
period, involves three amounts:

1)  The number of whole months remaining in the existing interest rate period.

2)  The guaranteed interest rate.

3)  The interpolated value of the interest rates that Pruco Life declares for
    the number of whole years remaining and the duration 1 year longer than the
    number of whole years remaining in the existing interest rate period.

STATED AS A FORMULA, THE MARKET VALUE IS EQUAL TO:
(M/12) X (R-C)

    NOT TO EXCEED +0.40 OR BE LESS THAN -0.40; Where,

- --------------------------------------------------------------------------------
M = the number of whole months (not to be less than one) remaining in the
    interest-rate period.

R = the Contract's guaranteed interest-rate expressed as a decimal. Thus 6.2% is
    converted to 0.062.

C = the interpolated value of the interest rates, expressed as a decimal, that
    Pruco Life declares for the number of whole years remaining and the duration
    1 year longer than the number of whole years remaining as of the date the
    request for a withdrawal or transfer is received or m/365 x (n+1) year rate
    + (365-m)/365 x n year rate, where "n" equals years and "m" equals days
    remaining in year "n" of the existing interest rate period.
- --------------------------------------------------------------------------------

The Market-Value Adjustment is then equal to the Market Value Factor multiplied
by the amount subject to a Market-Value Adjustment.

STEP BY STEP

THE STEPS BELOW EXPLAIN HOW A MARKET-VALUE ADJUSTMENT IS CALCULATED.

STEP 1: Divide the number of whole months left in the existing interest rate
period (not to be less than one) by 12.

STEP 2: Interpolate the interest rates Pruco Life declares on the date the
request for withdrawal or transfer is received for the duration of years equal
to the whole number of years determined in Step 1, plus the whole number of
years plus 1 additional year.

STEP 3: Subtract this interpolated interest rate from the guaranteed interest
rate. The result could be negative.

STEP 4: Multiply the results of Step 1 and Step 2. Again, the result could be
negative. If the result is less than -0.4, use the value -0.4. If the result is
in between -0.4 and 0.4, use the actual value. If the result is more than 0.4,
use the value 0.4.

STEP 5: Multiply the result of Step 3 (which is the Market Value Factor) by the
value of the amount subject to a Market-Value Adjustment. The result is the
Market-Value Adjustment.

STEP 6: The result of Step 4 is added to the interest cell. If the Market-Value
Adjustment is positive, the interest cell will go up in value. If the
Market-Value Adjustment is negative, the interest cell will go down in value.

    DEPENDING UPON WHEN THE WITHDRAWAL REQUEST IS MADE, A WITHDRAWAL CHARGE MAY
APPLY.

    THE FOLLOWING EXAMPLE WILL ILLUSTRATE THE APPLICATION OF A MARKET-VALUE
ADJUSTMENT AND THE DETERMINATION OF THE WITHDRAWAL CHARGE. SUPPOSE A
CONTRACTOWNER MADE TWO INVESTED PURCHASE PAYMENTS, THE FIRST IN THE AMOUNT OF
$10,000 ON DECEMBER 1, 1995, ALL OF WHICH WAS ALLOCATED TO THE EQUITY
SUBACCOUNT, AND THE SECOND IN THE AMOUNT OF $5,000 ON OCTOBER 1, 1997, ALL OF
WHICH WAS ALLOCATED TO THE MVA OPTION WITH A GUARANTEED INTEREST RATE OF 8%
(0.08) FOR 7 YEARS. A REQUEST FOR WITHDRAWAL OF $8,500 IS MADE ON FEBRUARY 1,
2000 (THE CONTRACT OWNER DOES NOT PROVIDE ANY WITHDRAWAL INSTRUCTIONS). ON THAT
DATE THE AMOUNT IN THE EQUITY SUBACCOUNT IS EQUAL TO $12,000 AND THE AMOUNT IN
THE INTEREST CELL WITH A MATURITY DATE OF SEPTEMBER 30, 2004 IS $5,985.23, SO
THAT THE CONTRACT FUND ON THAT DATE IS EQUAL TO $17,985.23.

    ON FEBRUARY 1, 2000, THE INTEREST RATES DECLARED BY PRUCO LIFE FOR THE
DURATION'S 4 AND 5 YEARS (4 WHOLE YEARS REMAINING UNTIL SEPTEMBER 30, 2004, PLUS
1 YEAR) ARE 10.8% AND 11.4%, RESPECTIVELY.


                                                                              41
<PAGE>


THE FOLLOWING COMPUTATIONS WOULD BE MADE:

1)  Calculate the Contract Fund value as of the effective date of the
    transaction. This would be $17,985.23.

2)  Calculate the charge-free amount (the amount of the withdrawal that is not
    subject to a withdrawal charge).

    Date                 Payment               Free
    -------------------------------------------------
    12/1/95              $10,000               $1,000
    12/1/96                                    $2,000
    10/1/97               $5,000               $2,500
    12/1/97                                    $4,000
    12/1/98                                    $5,500
    12/1/99                                    $7,000

    The charge-free amount in the fifth Contract year is 10% of $15,000 (total
    purchase payments) plus $5,500 (the charge-free amount available in the
    fourth Contract year) for a total of $7,000.

3)  Since the withdrawal request is in the fifth Contract year, a 3% withdrawal
    charge rate applies to any portion of the withdrawal which is not
    charge-free.

     -------------------------------------------------
      $8,500.00   REQUESTED WITHDRAWAL AMOUNT
     -$7,000.00   CHARGE-FREE
     -----------------------------------------
      $1,500.00   ADDITIONAL AMOUNT NEEDED TO
                  COMPLETE WITHDRAWAL

    The Contract provides that the Contract Fund will be reduced by an amount
    which, when reduced by the withdrawal charge, will equal the amount
    requested. Therefore, in order to produce the amount needed to complete the
    withdrawal request ($1,500), we must "gross-up" that amount, before applying
    the withdrawal charge rate. This is done by dividing by 1 minus the
    withdrawal charge rate.

     -----------------------------------------
      $1,500.00 / (1-.03) =
      $1,500.00 / 0.97 = $1,546.39 GROSSED-UP AMOUNT

    Please note that a 3% withdrawal charge on this grossed-up amount reduces it
    to $1,500, the balance needed to complete the request.

     -----------------------------------------
      $1,546.39   GROSSED-UP AMOUNT
     X    .03     WITHDRAWAL CHARGE RATE
     -----------------------------------------
         $46.39   WITHDRAWAL CHARGE

4)  The Market Value Factor is determined as described in steps 1 through 5,
    above. In this case, it is equal to 0.08 (8% is the guaranteed rate in the
    existing cell) minus 0.11 (11% is the interpolated value for the interest
    rates that would be offered for interest cells with durations of whole years
    remaining and whole year plus 1 remaining in the existing interest rate
    period), which is -0.03, multiplied by 4.58333 (55 months remaining until
    September 30, 2004, divided by 12) or -0.13750. Thus, there will be a
    negative Market-Value Adjustment of approximately 14% of the amount in the
    interest cell that is subject to the adjustment.

     -------------------------------------------------
          -0.13750 x $5,985.23 =
        -822.97   NEGATIVE MVA
     -----------------------------------------
      $5,985.23   UNADJUSTED VALUE
     -----------------------------------------
      $5,162.26   ADJUSTED VALUE
     $12,000.00   EQUITY VALUE
     -----------------------------------------
     $17,162.26   ADJUSTED CONTRACT FUND

5)  The total amount to be withdrawn, $8,546.39, (sum of the surrender charge,
    $46.39, and the requested withdrawal amount of $8,500) is apportioned over
    all accounts making up the Contract Fund following the Market-Value
    Adjustments, if any, associated with the MVA option.

    ------------------------------------------------------
    EQUITY
    ($12,000/$17,162.26) x $8,546.39 = $5,975.71
    -----------------------------------------------
    7-Yr MVA
    ($5,162.26/$17,162.26) x $8,546.39= $2,570.68
                                        ---------
                                        $8,546.39

6)  The adjusted value of the interest cell, $5,162.26, reduced by the
    withdrawal of $2,570.68 leaves $2,591.58. This amount must be "unadjusted"
    by dividing it by 0.86250 (1 plus the Market-Value Adjustment of -0.13750)
    to determine the amount remaining in the interest cell to which the
    guaranteed interest-rate of 8% will continue to be credited until September
    30, 2004 or a subsequent withdrawal. That amount is $3,004.73.


42
<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                                OCTOBER 25, 1999

              PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
                           VARIABLE ANNUITY CONTRACTS

The DISCOVERY SELECT(R) Annuity Contract* (the "contract") is an individual
variable annuity contract issued by the Pruco Life Insurance Company ("Pruco
Life"), a stock life insurance company that is a wholly-owned subsidiary of The
Prudential Insurance Company of America ("Prudential") and is funded through the
Pruco Life Flexible Premium Variable Annuity Account (the "Account"). The
contract is purchased by making an initial purchase payment of $10,000 or more;
subsequent payments must be $1,000 or more.

This statement of additional information is not a prospectus and should be read
in conjunction with the Discovery Select prospectus, dated October 25, 1999. To
obtain a copy of the prospectus, without charge, you can write to the Prudential
Annuity Service Center, P.O. Box 14215, New Brunswick, New Jersey 08906, or by
telephoning (888) PRU-2888.

                          TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
COMPANY......................................................................2
EXPERTS......................................................................2
LITIGATION...................................................................2
LEGAL OPINIONS...............................................................2
PRINCIPAL UNDERWRITER........................................................2
DETERMINATION OF SUBACCOUNT UNIT VALUES......................................2
PERFORMANCE INFORMATION......................................................3
COMPARATIVE PERFORMANCE INFORMATION..........................................5
FURTHER INFORMATION ABOUT THE DEATH BENEFIT..................................5
FEDERAL TAX STATUS...........................................................8
FURTHER INFORMATION ABOUT PRUCO LIFE.........................................12
SEPARATE ACCOUNT FINANCIAL INFORMATION ......................................A-1
COMPANY FINANCIAL INFORMATION ...............................................B-1


 PRUCO LIFE INSURANCE COMPANY             PRUDENTIAL ANNUITY SERVICE CENTER
     213 WASHINGTON STREET                         P.O. BOX 14215
 NEWARK, NEW JERSEY 07102-2992             NEW BRUNSWICK, NEW JERSEY 08906
                                              TELEPHONE: (888) PRU-2888

* DISCOVERY SELECT is a service mark of Prudential.
 ORD966391B


<PAGE>


                                     COMPANY

Pruco Life Insurance Company ("Pruco Life") is a stock life insurance company
organized in 1971 under the laws of the State of Arizona. Pruco Life is licensed
to sell life insurance and annuities in the District of Columbia, Guam and all
states except New York.

Pruco Life is a wholly-owned  subsidiary of The Prudential  Insurance Company of
America  ("Prudential"),  a mutual life insurance  company founded in 1875 under
the laws of the State of New Jersey.


                                     EXPERTS

The financial statements of the Pruco Life Flexible Premium Variable Annuity
Account as of December 31, 1998 and for each of the two years in the period then
ended included in this Statement of Additional Information have been so included
in reliance on the report of PricewaterhouseCoopers LLP, independent accountants
given on the authority of said firm as experts in auditing and accounting.
PricewaterhouseCoopers' principal business address is 1177 Avenue of the
Americas, New York, New York, 10036.

                                   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.

                                 LEGAL OPINIONS

Shea & Gardner of Washington, D.C., has provided advice on certain matters
relating to the federal securities laws in connection with the contracts.

                              PRINCIPAL UNDERWRITER

Prudential Investment Management Services LLC ("PIMS"), a subsidiary of
Prudential offers the contracts on a continuous basis through corporate office
and regional home office employees in those states in which contracts may be
lawfully sold. It may also offer the contract through licensed insurance brokers
and agents, or through appropriately registered direct or indirect
subsidiariy(ies) of Prudential, provided clearances to do so are obtained in any
jurisdiction where such clearances may be necessary. During 1998, 1997 and 1996,
the aggregate dollar amount of underwriting commissions paid to and the amounts
retained by PIMS were $52,572, $0, and $0 respectively. During 1998, 1997 and
1996 PIMS paid $52,572, $0 and $0 respectively to cover individual
representatives' commissions and other distribution expenses.

 Prudential may pay trail commissions to registered representatives who maintain
an ongoing relationship with a contractholder. Typically, a trail commission is
a compensation that is paid periodically to a representative, the amount of
which is linked to the value of the contract and the amount of time that the
contract has been in effect.

                    DETERMINATION OF ACCUMULATION UNIT VALUES

The value for each accumulation unit is computed as of the end of each
"valuation period" as defined in the prospectus (also referred to in this
section as "business day"). On any given business day the value of a Unit in
each subaccount will be determined by multiplying the value of a Unit of that
subaccount for the preceding business day by the net investment factor for that
subaccount for the current business day. The net investment factor for any
business day is determined by dividing the value of the assets of the subaccount
for that day by the value of the assets of the subaccount for the preceding
business day (ignoring, for this purpose, changes resulting from new purchase
payments and withdrawals), and subtracting from the result the daily equivalent
of the 1.4% annual charge for contractowners who have NOT elected the Retirement
Income Guarantee or a 1.65% annual charge for contractowners who HAVE elected
the Retirement Income Guarantee. This charge is for administrative expenses and
mortality and expense risks. (See WHAT ARE THE EXPENSES ASSOCIATED WITH THE
DISCOVERY SELECT CONTRACT and CALCULATING CONTRACT VALUE in the prospectus.) The
value of the assets of a subaccount is determined by multiplying the number of
shares of The Prudential Series Fund, Inc. (the "Series Fund") or other Fund
held by that subaccount by the net asset value of each share and adding the
value of dividends declared by the Series Fund or other Fund but not yet paid.


                                       2
<PAGE>

                             PERFORMANCE INFORMATION


The tables that follow provide performance information for each subaccount
through September 30, 1999. The performance information is based on historical
experience and does not indicate or represent future performance.


AVERAGE ANNUAL TOTAL RETURN

The DISCOVERY SELECT Annuity is a relatively new contract. The returns shown
below were calculated using historical investment returns of the Funds. All
fees, expenses and charges associated with the DISCOVERY SELECT Annuity and the
Funds have been reflected in these returns, as if the Contract had existed from
the inception date of each Funds' portfolios.


Table 1 below shows the average annual rates of total return on hypothetical
investments of $1,000 for periods ended September 30, 1999 in each subaccount
other than the Money Market Subaccount. These figures assume withdrawal of the
investments at the end of the period other than to effect an annuity under the
Contract. This table assumes deferred sales charges.


                                     TABLE 1
                           AVERAGE ANNUAL TOTAL RETURN


<TABLE>
<CAPTION>
                                                                                                                 FROM
                                                                              FIVE              TEN               SEC
                                               SEC        ONE YEAR            YEARS            YEARS         REGISTRATION
       FUND                                REGISTRATION     ENDED             ENDED            ENDED            THROUGH
     PORTFOLIO                                 DATE        9/30/99           9/30/99          9/30/99           9/30/99
     ---------                                 ----        -------           -------          -------           -------
<S>                                       <C>             <C>               <C>               <C>            <C>
The Prudential Series Fund
     Diversified Bond Portfolio
     Diversified Conservative
       Growth Portfolio
     High Yield Bond Portfolio
     Stock Index Portfolio
     Equity Income Fund
     Equity Portfolio
     Prudential Jennison Portfolio
     Global Portfolio
     Small Capitalization Stock Portfolio
     20/20 Focus Portfolio

AIM Variable Insurance Funds, Inc.
     AIM V.I. Growth and Income Fund
     AIM V.I. Value Fund                                                     TO BE FILED BY AMENDMENT

American Century Variable Portfolios, Inc.
     American Century VP Value

Janus Aspen Series
     Growth Portfolio
     International Growth Portfolio

MFS Variable Insurance Trust
     Emerging Growth Series
     Research Series

OCC Accumulation Trust (Note 2)
     Managed Portfolio
     Small Cap Portfolio

Templeton Variable Products Series Fund
     Franklin Small Cap Investment Fund
     --Class 2

T. Rowe Price Equity Series, Inc.
     Equity Income Portfolio

T. Rowe Price International Series, Inc.
     International Stock Portfolio

Warburg Pincus Trust
     Post-Venture Capital Portfolio
</TABLE>


- ---------------
Note 1: This table assumes deferred sales charges.

Note 2: Based on results of the Quest for Value Accumulation Trust and its
predecessor. On September 16, 1994, an investment company which had commenced
operations on August 1, 1988, then called Quest for Value Accumulation Trust
(the "Old Trust"), was effectively divided into two investment funds--the Old
Trust and the present Quest for Value Accumulation Trust (the "Present
Trust")--at which time the Present Trust Commenced Operations.

Note 3: All tables assume a $30.00 annual charge for contracts under $50,000.


                                       3
<PAGE>

The average annual rates of total return shown above are computed by finding the
average annual compounded rates of return over the periods shown that would
equate the initial amount invested to the withdrawal value, in accordance with
the following formula: P(1+T)(n)=ERV. In the formula, P is a hypothetical
investment of $1,000; T is the average annual total return; "n" is the number of
years; and ERV is the withdrawal value at the end of the periods shown.

These figures assume deduction of the maximum withdrawal charge that may be
applicable to a particular period.

                                     TABLE 2
                       ASSUMES ELECTION OF THE RETIREMENT
                                INCOME GUARANTEE


<TABLE>
<CAPTION>
                                                                                                                 FROM
                                                                              FIVE              TEN               SEC
                                                SEC       ONE YEAR            YEARS            YEARS         REGISTRATION
       FUND                                REGISTRATION     ENDED             ENDED            ENDED            THROUGH
     PORTFOLIO                                 DATE        9/30/99           9/30/99          9/30/99           9/30/99
     ---------                                 ----        -------           -------          -------           -------
<S>                                        <C>            <C>               <C>               <C>            <C>
The Prudential Series Fund
     Diversified Bond Portfolio
     Diversified Conservative
       Growth Portfolio
     High Yield Bond Portfolio
     Stock Index Portfolio
     Equity Income Fund
     Equity Portfolio
     Prudential Jennison Portfolio
     Global Portfolio
     Small Capitalization Stock Portfolio
     20/20 Focus Portfolio

AIM Variable Insurance Funds, Inc.
     AIM V.I. Growth and Income Fund
     AIM V.I. Value Fund                                                     TO BE FILED BY AMENDMENT

American Century Variable Portfolios, Inc.
     American Century VP Value

Janus Aspen Series
     Growth Portfolio
     International Growth Portfolio

MFS Variable Insurance Trust
     Emerging Growth Series
     Research Series

OCC Accumulation Trust (Note 2)
     Managed Portfolio
     Small Cap Portfolio

Templeton Variable Products Series Fund
     Franklin Small Cap Investment Fund
     --Class 2

T. Rowe Price Equity Series, Inc.
     Equity Income Portfolio

T. Rowe Price International Series, Inc.
     International Stock Portfolio

Warburg Pincus Trust
     Post-Venture Capital Portfolio
</TABLE>

- ---------------
Note 1: This table assumes deferred sales charges.

Note 2: Based on results of the Quest for Value Accumulation Trust and its
predecessor. On September 16, 1994, an investment company which had commenced
operations on August 1, 1988, then called Quest for Value Accumulation Trust
(the "Old Trust"), was effectively divided into two investment funds--the Old
Trust and the present Quest for Value Accumulation Trust (the "Present
Trust")--at which time the Present Trust Commenced Operations.

Note 3: All tables assume a $30.00 annual charge for contracts under $50,000.


                                       4
<PAGE>


                                     TABLE 3
                     HISTORICAL AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
                                                                                                               FROM DATE
                                                                              FIVE              TEN            PORTFOLIO
                                                          ONE YEAR            YEARS            YEARS          ESTABLISHED
       FUND                                    DATE         ENDED             ENDED            ENDED            THROUGH
     PORTFOLIO                              ESTABLISHED    9/30/99           9/30/99          9/30/99           9/30/99
     ---------                              -----------    -------           -------          -------           -------
<S>                                        <C>            <C>               <C>              <C>             <C>
The Prudential Series Fund
     Diversified Bond Portfolio                6/83
     Diversified Conservative
       Growth Portfolio
     High Yield Bond Portfolio                 2/87
     Stock Index Portfolio                     10/87
     Equity Income Fund                        2/88
     Equity Portfolio                          6/83
     Prudential Jennison Portfolio             5/95
     Global Portfolio                          9/88
     Small Capitalization Stock Portfolio
     20/20 Focus Portfolio

AIM Variable Insurance Funds, Inc.
     AIM V.I. Growth and Income Fund           5/94
     AIM V.I. Value Fund                       6/93                          TO BE FILED BY AMENDMENT

American Century Variable Portfolios, Inc.
     American Century VP Value

Janus Aspen Series
     Growth Portfolio                          9/93
     International Growth Portfolio            5/94

MFS Variable Insurance Trust
     Emerging Growth Series                    7/95
     Research Series                           7/95

OCC Accumulation Trust (Note 2)
     Managed Portfolio                         8/88
     Small Cap Portfolio                       8/88

Templeton Variable Products Series Fund
     Franklin Small Cap Investment Fund
     --Class 2

T. Rowe Price Equity Series, Inc.
     Equity Income Portfolio                   3/94

T. Rowe Price International Series, Inc.
     International Stock Portfolio             3/94

Warburg Pincus Trust
     Post-Venture Capital Portfolio            9/96
</TABLE>

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

Note 1: This table assumes no deferred sales charges.

Note 2: Based on results of the Quest for Value Accumulation Trust and its
predecessor. On September 16, 1994, an investment company which had commenced
operations on August 1, 1988, then called Quest for Value Accumulation Trust
(the "Old Trust"), was effectively divided into two investment funds--the Old
Trust and the present Quest for Value Accumulation Trust (the "Present
Trust")--at which time the Present Trust Commenced Operations.

Note 3: All tables assume a $30.00 annual charge for contracts under $50,000


                                       5
<PAGE>




                                     TABLE 4
                         HITORICAL AVERAGE TOTAL RETURN
                       ASSUMING ELECTION OF THE RETIREMENT
                                INCOME GUARANTEE
<TABLE>
<CAPTION>
                                                                                                               FROM DATE
                                                                              FIVE              TEN            PORTFOLIO
                                                          ONE YEAR            YEARS            YEARS          ESTABLISHED
       FUND                                    DATE         ENDED             ENDED            ENDED            THROUGH
     PORTFOLIO                              ESTABLISHED    9/30/99           9/30/99          9/30/99           9/30/99
     ---------                              -----------    -------           -------          -------           -------
<S>                                       <C>             <C>               <C>              <C>              <C>
The Prudential Series Fund
     Diversified Bond Portfolio                6/83
     Diversified Conservative
       Growth Portfolio
     High Yield Bond Portfolio                 2/87
     Stock Index Portfolio                     10/87
     Equity Income Fund                        2/88
     Equity Portfolio                          6/83
     Prudential Jennison Portfolio             5/95
     Global Portfolio                          9/88
     Small Capitalization Stock Portfolio
     20/20 Focus Portfolio

AIM Variable Insurance Funds, Inc.
     AIM V.I. Growth and Income Fund           5/94
     AIM V.I. Value Fund                       6/93                          TO BE FILED BY AMENDMENT

American Century Variable Portfolios, Inc.
     American Century VP Value

Janus Aspen Series
     Growth Portfolio                          9/93
     International Growth Portfolio            5/94

MFS Variable Insurance Trust
     Emerging Growth Series                    7/95
     Research Series                           7/95

OCC Accumulation Trust (Note 2)
     Managed Portfolio                         8/88
     Small Cap Portfolio                       8/88

Templeton Variable Products Series Fund
     Franklin Small Cap Investment Fund
     --Class 2

T. Rowe Price Equity Series, Inc.
     Equity Income Portfolio                   3/94

T. Rowe Price International Series, Inc.
     International Stock Portfolio             3/94

Warburg Pincus Trust
     Post-Venture Capital Portfolio            9/96
</TABLE>


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

Note 1: This table assumes no deferred sales charges.

Note 2: Based on results of the Quest for Value Accumulation Trust and its
predecessor. On September 16, 1994, an investment company which had commenced
operations on August 1, 1988, then called Quest for Value Accumulation Trust
(the "Old Trust"), was effectively divided into two investment funds--the Old
Trust and the present Quest for Value Accumulation Trust (the "Present
Trust")--at which time the Present Trust Commenced Operations.

Note 3: All tables assume a $30.00 annual charge for contracts under $50,000


                                       6
<PAGE>




Table 5 shows the cumulative total return for the portfolios, assuming no
withdrawal.

                                     TABLE 5
                 CUMULATIVE TOTAL RETURN ASSUMING NO WITHDRAWAL
<TABLE>
<CAPTION>

                                                                                                               FROM DATE
                                                                              FIVE              TEN            PORTFOLIO
                                                          ONE YEAR            YEARS            YEARS          ESTABLISHED
       FUND                                     DATE        ENDED             ENDED            ENDED            THROUGH
     PORTFOLIO                               ESTABLISHD    9/30/99           9/30/99          9/30/99           9/30/99
     ---------                               ----------    -------           -------          -------           -------
<S>                                       <C>             <C>               <C>              <C>              <C>
The Prudential Series Fund
     Diversified Bond Portfolio                 6/83
     Diversified Conservative
       Growth Portfolio
     Stock Index Portfolio                      10/87
     High Yield Bond Portfolio                  2/87
     Equity Income Fund                         2/88
     Equity Portfolio                           6/83
     Prudential Jennison Portfolio              5/95
     Global Portfolio                           9/88
     Small Capitalization Stock Portfolio
     20/20 Focus Portfolio

AIM Variable Insurance Funds, Inc.
     AIM V.I. Growth and Income Fund            5/94
     AIM V.I. Value Fund                        6/93                         TO BE FILED BY AMENDMENT

American Century Variable Portfolios, Inc.
     American Century VP Value

Janus Aspen Series
     Growth Portfolio                           9/93
     International Growth Portfolio             5/94

MFS Variable Insurance Trust
     Emerging Growth Series                     7/95
     Research Series                            7/95

OCC Accumulation Trust (Note 2)
     Managed Portfolio                          8/88
     Small Cap Portfolio                        8/88

Templeton Variable Products Series Fund
     Franklin Small Cap Investment Fund
     --Class 2

T. Rowe Price Equity Series, Inc.
     Equity Income Portfolio                    3/94

T. Rowe Price International Series, Inc.
     International Stock Portfolio              3/94

Warburg Pincus Trust
     Post-Venture Capital Portfolio             9/96
</TABLE>

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

Note 1: This table assumes no deferred sales charges.

Note 2: Based on results of the Quest for Value Accumulation Trust and its
predecessor. On September 16, 1994, an investment company which had commenced
operations on August 1, 1988, then called Quest for Value Accumulation Trust
(the "Old Trust"), was effectively divided into two investment funds--the Old
Trust and the present Quest for Value Accumulation Trust (the "Present
Trust")--at which time the Present Trust Commenced Operations.

Note 3: All tables assume a $30.00 annual charge for contracts under $50,000.


                                       7
<PAGE>



                                     TABLE 6
                 CUMULATIVE TOTAL RETURN ASSUMING NO WITHDRAWAL
                WITH ELECTION OF THE RETIREMENT INCOME GUARANTEE

<TABLE>
<CAPTION>
                                                                                                               FROM DATE
                                                                              FIVE              TEN            PORTFOLIO
                                                          ONE YEAR            YEARS            YEARS          ESTABLISHED
       FUND                                     DATE        ENDED             ENDED            ENDED            THROUGH
     PORTFOLIO                               ESTABLISHD    9/30/99           9/30/99          9/30/99           9/30/99
     ---------                               ----------    -------           -------          -------           -------
<S>                                       <C>             <C>               <C>              <C>              <C>
The Prudential Series Fund
     Diversified Bond Portfolio                 6/83
     Diversified Conservative
       Growth Portfolio
     High Yield Bond Portfolio                  2/87
     Stock Index Portfolio                      10/87
     Equity Income Fund                         2/88
     Equity Portfolio                           6/83
     Prudential Jennison Portfolio              5/95
     Global Portfolio                           9/88
     Small Capitalization Stock Portfolio
     20/20 Focus Portfolio

AIM Variable Insurance Funds, Inc.
     AIM V.I. Growth and Income Fund            5/94
     AIM V.I. Value Fund                        6/93                         TO BE FILED BY AMENDMENT

American Century Variable Portfolios, Inc.
     American Century VP Value

Janus Aspen Series
     Growth Portfolio                           9/93
     International Growth Portfolio             5/94

MFS Variable Insurance Trust
     Emerging Growth Series                     7/95
     Research Series                            7/95

OCC Accumulation Trust (Note 2)
     Managed Portfolio                          8/88
     Small Cap Portfolio                        8/88

Templeton Variable Products Series Fund
     Franklin Small Cap Investment Fund
     --Class 2

T. Rowe Price Equity Series, Inc.
     Equity Income Portfolio                    3/94

T. Rowe Price International Series, Inc.
     International Stock Portfolio              3/94

Warburg Pincus Trust
     Post-Venture Capital Portfolio             9/96
</TABLE>


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

Note 1: This table assumes no deferred sales charges.

Note 2: Based on results of the Quest for Value Accumulation Trust and its
predecessor. On September 16, 1994, an investment company which had commenced
operations on August 1, 1988, then called Quest for Value Accumulation Trust
(the "Old Trust"), was effectively divided into two investment funds--the Old
Trust and the present Quest for Value Accumulation Trust (the "Present
Trust")--at which time the Present Trust Commenced Operations.

Note 3: All tables assume a $30.00 annual charge for contracts under $50,000.


                                       8
<PAGE>




MONEY MARKET SUBACCOUNT YIELD

The "yield" and "effective yield" figures for the Money Market Subaccount shown
below were calculated using historical investment returns of the Money Market
Portfolio of the Prudential Series Fund. All fees, expenses and charges
associated with the DISCOVERY SELECT Annuity and the Series Fund have been
reflected.

The "yield" and "effective yield" of the Money Market Subaccount for the seven
days ended December 31, 1998 were 3.30% and 3.35%, respectively.

The yield is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one accumulation unit of the Money Market Subaccount at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from contract
owner accounts, and dividing the difference by the value of the subaccount at
the beginning of the base period to obtain the base period return, and then
multiplying the base period return by (365/7), with the resulting figure carried
to the nearest ten-thousandth of 1%.

The deduction  referred to above  consists of the 1.25% charge for mortality and
expense risks and the 0.15% charge for  administration.  It does not reflect the
withdrawal charge.

The  effective  yield is obtained by taking the base  period  return,  adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the
result,  according to the  following  formula:  Effective  Yield--([base  period
return + 1] 365/7)-1.

The yields on amounts held in the Money Market Subaccount will fluctuate on a
daily basis. Therefore, the stated yields for any given period are not an
indication of future yields.

                       COMPARATIVE PERFORMANCE INFORMATION

Reports or advertising may include comparative performance information,
including, but not limited to: (1) comparisons to market indices such as the Dow
Jones Industrial Average, the Standard & Poor's 500 Index, the Value Line
Composite Index, the Russell 2000 Index, the Morgan Stanley World Index, the
Lehman Brothers bond indices; (2) comparisons to other investments, such as
certificates of deposit; (3) performance rankings assigned by services such as
Morningstar, Inc. and Variable Annuity Research and Data Services (VARDS), and
Lipper Analytical Services, Inc.; (4) data presented by analysts such as Dow
Jones, A.M. Best, The Bank Rate Monitor National Index; and (5) data in
publications such as The Wall Street Journal, Times, Forbes, Barrons, Fortune,
Money Magazine, and Financial World.

                   FURTHER INFORMATION ABOUT THE DEATH BENEFIT

Early in 1998, Pruco Life began to offer an enhanced death benefit under the
contract. For contracts issued after the new death benefit became available in a
particular state, the new death benefit is contained in an endorsement that is
issued with the contract. existing contractowners are also being given the
option to elect the new death benefit or retain the death benefit currently
available under their contracts. For existing contractowners electing the new
death benefit, the endorsement describing the new death benefit will be issued
after the contract and should be attached to and kept with the contract. As used
here, the term "endorsement date" describes both the date on which the contract
is issued with the endorsement for contracts purchased after the new death
benefit is available and the date on which the endorsement is issued for
existing contractowners so electing. The new death benefit provisions are
described below.

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 contractowner.

IF THE SOLE OR OLDER ANNUITANT IS UNDER AGE 80 when the death benefit
endorsement is issued, the death benefit on or prior to the contract anniversary
coinciding with or next following his or her 80th birthday will equal the
greater of, the contract fund value or the guaranteed minimum death benefit, as
of the date of due proof of death. The guaranteed minimum death benefit is
calculated daily and is equal to the greater of: (1) the 5% annual increase
("roll-up"); or (2) the highest annual contract fund value ("step-up"), both of
which are described below.


                                       9
<PAGE>

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. 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.

STEP-UP

Prior to 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 effect of withdrawals.

After the contract anniversary coinciding with or following the annuitant's 80th
birthday, the death benefit will equal the greater of the contract fund value as
of the date of due proof of death or the guaranteed minimum death benefit 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 AGE 80 OR OVER on the endorsement date, the
death benefit will equal the greater of the contract fund value as of the date
of due proof of death or the total invested purchase payments (initial and
additional) proportionally reduced by the effect of withdrawals.

Upon issuance of the endorsement, you may not change an annuitant or
co-annuitant. You may add or remove an annuitant or co-annuitant only with our
prior approval.

If the contract was issued prior to the endorsement date, the following rules
apply: (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.

Contracts issued prior to the endorsement date WHOSE OWNERS DO NOT ELECT TO
ATTACH THE ENDORSEMENT TO THEIR CONTRACTS and contracts issued in states in
which the endorsement is not available will continue to have the death benefit
calculated as originally offered, as follows: The death benefit will equal the
greatest of: (1) the contract Fund as of the date of due proof of death; or (2)
the sum of all invested purchase payments made less total withdrawals made
(including withdrawal charges); or (3) the greatest of the contract fund values
calculated on every third contract anniversary reduced by all subsequent
withdrawals and withdrawal charges.

The death benefit is payable on the death of the sole or last surviving
annuitant, not the contract owner.

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 had 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.


                                       10
<PAGE>




                               FEDERAL TAX STATUS

X.    OTHER TAX RULES.

      1.   DIVERSIFICATION.

      The Internal Revenue Code provides that the underlying investments for a
variable annuity must satisfy certain diversification requirements. For further
detail on diversification requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES
in the accompanying prospectus for the Prudential Series Fund. Pruco Life
believes the underlying variable investment options for the Contract meet these
diversification requirements.

      2.   INVESTOR CONTROL.

      Treasury Department regulations do not provide guidance concerning the
extent to which you may direct your investment in the particular investment
options without causing you, instead of Pruco Life, to be considered the owner
of the underlying assets. Because of this uncertainty, Pruco Life reserves the
right to make such changes as it deems necessary to assure that the contract
qualifies as an annuity for tax purposes. Any such changes will apply uniformly
to affected contractowners and will be made with such notice to affected
contractowners as is feasible under the circumstances.

      3.   ENTITY OWNERS.

      Where a contract is held by a non-natural person (E.G., a corporation),
other than as an agent or nominee for a natural person (or in other limited
circumstances), the contract will not be taxed as an annuity and increases in
the value of the contract will be subject to tax.

      4. PURCHASE PAYMENTS MADE BEFORE AUGUST 14, 1982.

      If your contract was issued in exchange for a contract containing purchase
payments made before August 14, 1982, favorable tax rules may apply to certain
withdrawals from the contract. Generally, withdrawals are treated as a recovery
of your investment in the contract first until purchase payments made before
August 14, 1982 are withdrawn. Moreover, any income allocable to purchase
payments made before August 14, 1982, is not subject to the 10% penalty tax.

      5. WITHHOLDING OF TAX FROM DISTRIBUTIONS. Taxable amounts distributed from
annuity contracts are subject to tax withholding. You may generally elect not to
have tax withheld from your payments. The rate of withholding on annuity
payments will be determined on the basis of the withholding certificate you file
with Pruco Life. These elections must be made on the appropriate Pruco Life
forms. Absent these elections, Pruco Life will withhold the tax amounts required
by the applicable tax regulations. You may be subject to penalties under the
estimated tax payment rules if your withholding and estimated tax payments are
not sufficient.

      6. NONRESIDENT ALIENS. Special tax withholding rules apply to nonresident
aliens.


                                       11
<PAGE>


                      FURTHER INFORMATION ABOUT PRUCO LIFE

This section provides further information about Pruco Life. Presented first is
selected financial data followed by a discussion of Pruco Life's overall
business status. We have also provided a listing of Pruco Life's officers and
directors as well as a complete set of audited financials.

SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                              Pruco Life Insurance Company and Subsidiaries
                                                                     For the Years Ended December 31,
                                                                     --------------------------------
                                                                              (In Thousands)

                                                       1998           1997          1996          1995           1994
                                                    ------------  ------------- -------------  ------------  -------------

Revenues
<S>                                                 <C>            <C>            <C>           <C>            <C>
 Premiums and other revenue.......................  $   463,453    $   413,589    $  397,319    $  388,087     $  344,701
 Realized investment gains, net...................       44,841         10,974        10,835        13,200        (41,074)
 Net investment income............................      261,430        259,634       247,328       246,618        241,132
                                                    ---------------------------------------------------------------------

Total revenues                                          769,724        684,197       655,482       647,905        544,759

Benefits and expenses

 Current and future benefits and claims...........      305,462        290,234       305,119       280,913        235,660
 Other expenses...................................      228,067        225,721       122,006       134,790        179,173
                                                    ---------------------------------------------------------------------

Total benefits and expenses.......................      533,529        515,955       427,125       415,703        414,833
                                                    ---------------------------------------------------------------------

Income before income tax provision................      236,195        168,242       228,357       232,202        129,926

Income tax provision..............................       84,233         61,868        79,135        79,558         48,031
                                                    ---------------------------------------------------------------------

Net income........................................  $   151,962    $   106,374    $  149,222    $  152,644     $   81,895
                                                    =====================================================================

Total assets at period end........................  $16,812,781    $12,851,467    $9,710,366    $8,471,638     $7,713,183
                                                    =====================================================================

Separate Account liabilities......................  $11,490,751    $ 7,948,788    $5,277,454    $4,263,896     $3,493,932
                                                    =====================================================================

</TABLE>

                                       12
<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION
                           AND RESULTS OF OPERATIONS.

The following analysis should be read in conjunction with the notes to
Consolidated Financial Statements.

The Company markets individual life insurance, variable life insurance, variable
annuities, fixed annuities, and a group annuity program primarily through
Prudential's sales force in the United States and markets individual life
insurance through its branch office in Taiwan.

The Company markets its products in the life insurance and annuity sectors of
the insurance industry. These markets are subject to regulatory oversight with
particular emphasis placed on company solvency and sales practices. These
markets are also subject to increasing competitive pressure as the legal
barriers which have historically segregated the markets of the financial
services industry are being challenged through both legislative and judicial
processes. Regulatory changes have opened the insurance industry to competition
from other financial institutions, particularly banks and mutual funds that are
positioned to deliver competing investment products through large, stable
distribution channels.

The Company had $16.8 billion in assets at December 31, 1998 compared to $12.9
billion at December 31, 1997, of which $11.5 billion and $7.9 billion were held
in Separate Accounts in 1998 and 1997, respectively, under variable life
insurance policies and variable annuity contracts. The remaining assets
consisted primarily of general account investments in bonds, policy loans and
short-term investments.

1. RESULTS OF OPERATIONS

Net income for the year ended December 31, 1998 was $152.0 million, an increase
of $45.6 million or 42.9% from $106.4 million earned in the year ended December
31, 1997. Net income for the year ended December 31, 1996 was $149.2 million.

(a) 1998 versus 1997

Total insurance revenues, consisting of premiums and policy charges and fee
income, increased $42.4 million for the year ended December 31, 1998 to $422.2
million from $379.8 million for the year ended December 31, 1997. In response to
customer needs and market trends, the Company markets a product portfolio
utilizing advice-based strategy including highly selective product offerings
from other investment advisors. The Discovery Select Variable Annuity was a
successful new product which generated significant sales. The Company also
introduced a new variable universal life (VUL) insurance product, which provides
an option to the customer to select proprietary or non-proprietary mutual fund
investments. Strong securities market conditions contributed to appreciation in
Separate Account asset values. Favorable market conditions also provided a
stimulus to investors to purchase mutual fund shares and annuities, including
VUL and Discovery Select products, which further contributed to growth in assets
under management and consequently on fees earned. In addition, the Company's
Taiwan branch generated continued growth in premiums for traditional insurance
products.

The Company's consolidated net investment income increased $1.8 million for the
year ended December 31, 1998 to $261.4 from $259.6 million for the year ended
December 31, 1997. Consolidated net realized investment gains increased $33.8
million for the year ended December 31, 1998 to $44.8 from $11.0 million for the
year ended December 31, 1997. Please refer to the section below titled
"Investment Portfolio and Investment Strategies" for a discussion of investment
income and net realized investment gains by asset type.

Other income increased $7.5 million for the year ended December 31, 1998 to
$41.3 million from $33.8 million for the year ended December 31, 1997. The
portfolio of mutual fund investments related to the Company's Separate Account
products are known as The Prudential Series Fund. The Company receives an
allocated portion of investment management fees that Prudential earns from The
Prudential Series Fund and records these fees in "Other income."

Policyholders' benefits increased $7.1 million for the year ended December 31,
1998 to $186.5 million from $179.4 million for the year ended December 31, 1997.
This change is attributable to an increase in death claims in absolute amount
and as a percentage of mean amount of insurance in force reflecting the overall
aging of the business in force.

Interest credited to policyholders' account balances increased by $8.1 million
for the year ended December 31, 1998 to $118.9 million from $110.8 million for
the year ended December 31, 1997. Accounting for more than


                                       13

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

half of this year's increase is the introduction of a new non-participating
guaranteed investment contract (GIC) product, Prudential Credit Enhanced (PACE),
early in 1998. The remaining increase is attributable to the rise in
policyholder account balances as well as increased interest credited pertaining
to policy loans, partially offset by declining interest crediting rates for
interest-sensitive life contracts.

Other operating costs and expenses increased $2.4 million for the year ended
December 31, 1998 to $228.1 million compared to $225.7 million for the year
ended December 31, 1997. Increased sales activity of Discovery Select and the
new VUL product noted above resulted in a corresponding increase in expenses. In
addition to the increased sales volume, the Parent company's allocation
methodology for expenses billed to Pruco Life in 1998 changed, resulting in
increased expenses allocated to the Company. Offsetting this increase was a 1997
refinement of estimated gross profit margins which led to an overall decrease in
deferred policy acquisition costs (DAC) amortization relative to 1997.

INVESTMENT PORTFOLIO AND INVESTMENT STRATEGIES

The Company's investment portfolio supports its insurance and annuity
liabilities and other obligations to customers for which it assumes investment
related risks. The portfolio was comprised of total investments amounting to
$4.2 billion at December 31, 1998, versus $3.9 billion at December 31, 1997. A
diversified portfolio of publicly traded bonds, private placements, commercial
mortgages and equity investments is managed under strategies intended to
maintain optimal asset mix consistent with current and anticipated cash flow
requirements of the related obligations.

The asset management strategy for the portfolio is in accordance with an
investment policy statement developed and coordinated within the Company by the
Portfolio Management Group, agreed to by senior management, and approved by the
Board of Directors. In managing the investment portfolio, the long term
objective is to generate favorable investment results through asset-liability
management, strategic and tactical asset allocation and asset manager selection.
Asset mix strategies are constrained by the need to match asset structure to
product liabilities, considering the underlying income and return
characteristics of investment alternatives and seeking to closely approximate
the interest rate sensitivity of the asset portfolio with the estimated interest
rate sensitivity of the product liabilities. Asset mix strategies also include
maintenance of broad diversification across asset classes, issuers and sectors;
effective utilization of capital while maintaining liquidity believed to be
adequate to satisfy cash flow requirements; and achievement of competitive
performance. The major categories of invested assets, quality across the
portfolio, and recent activities to manage the portfolio are discussed below.

FIXED MATURITIES

The fixed maturity portfolio is diversified across maturities, sectors and
issuers. As of December 31, 1998 and 1997, the Company has classified all
publicly traded securities and 63% and 52%, respectively, of privately traded
securities as "available for sale" with the remainder of the privately placed
fixed maturities as "held to maturity. The estimated fair value of fixed
maturities totaled $3.2 billion, an increase of $271.9 million compared to
December 31, 1997. This increase is primarily attributable to the new product,
PACE.
<TABLE>
<CAPTION>
                                                                  1998                                        1997
                                               -------------------------------------------------------------------------------------
                                                                                 NET                                        NET
                                                                ESTIMATED     UNREALIZED                   ESTIMATED     UNREALIZED
                                               AMORTIZED COST  FAIR VALUE       GAINS     AMORTIZED COST  FAIR VALUE       GAINS
                                               -------------- ------------ ------------- --------------- ------------- -------------
                                                                                  (In Thousands)
<S>                                            <C>            <C>           <C>           <C>            <C>           <C>
FIXED MATURITIES - AVAILABLE FOR SALE
Publicly traded............................... $   2,040,592  $  2,054,807  $      14,215 $   2,157,525  $   2,187,405 $      29,880
Privately traded..............................       698,062       709,119         11,057       369,029        376,447         7,418
Total Fixed maturities - available for sale...     2,738,654     2,763,926         25,272     2,526,554      2,563,852        37,298
                                               -------------- ------------- ------------- -------------- ------------- -------------

FIXED MATURITIES - HELD TO MATURITY
Privately traded..............................       410,558       421,845         11,287       338,848        350,056        11,208
                                               -------------- ------------- ------------- -------------- ------------- -------------

TOTAL......................................... $   3,149,212  $  3,185,771  $      36,559 $   2,865,046  $   2,913,908 $      48,506
                                               =============  ============  ============= =============  ============= =============
</TABLE>

At December 31, 1998, the net unrealized capital gains on the "available for
sale" fixed maturity portfolio totaled $25.3 million compared to $37.3 million
at December 31, 1997. The decrease in the net unrealized gain


                                       14

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

position is  primarily  due to the effect of a higher  level of sales  activity,
offset in part by the effect of lower interest rates.

Based on estimated fair value, the Company's holdings of private placement fixed
maturities constituted 35% and 25% of total fixed maturities at December 31,
1998 and 1997, respectively. These investments generally offer higher yields
than comparable quality public market securities, increase the diversification
of the portfolio, and contain tighter covenant protection than public
securities.

Gross investment income from fixed maturities increased by $17.2 million from
1997 to 1998 as a result growth in invested assets, including the addition of
the PACE product. Realized gains increased by $20.0 million from 1997 primarily
due to the sale of fixed maturities during a period of declining interest rates.
The table below summarizes fixed maturity investment results:

                                          YEAR ENDED DECEMBER 31,
                                       ------------------------------
                                          1998               1997
                                       -----------        -----------
                                              (In Thousands)

    Gross investment income..........  $  205,312         $  188,076

    Yield (1)........................        7.08%              7.35%

    Realized capital gains...........  $   29,817         $    9,860

(1) Yields are determined by dividing gross investment income by the average of
quarter-end asset carrying values, excluding unrealized gains and losses, less
one-half of gross investment income.

CREDIT QUALITY

The following table describes the credit quality of the fixed maturity
portfolio, based on ratings assigned by the National Association of Insurance
Commissioners ("NAIC") or Standard & Poor's Corporation, an independent rating
agency:
<TABLE>
<CAPTION>
                                            DECEMBER 31, 1998                                    DECEMBER 31, 1997
                            --------------------------------------------------  ----------------------------------------------------
                              AMORTIZED                 ESTIMATED                  AMORTIZED                   ESTIMATED
  NAIC   STANDARD & POOR'S       COST         %        FAIR VALUE        %            COST           %        FAIR VALUE        %
- --------------------------- -----------------------  -------------------------  --------------------------  ------------------------
                                                                         (In Thousands)
<S>      <C>                <C>               <C>    <C>                 <C>    <C>                  <C>    <C>                 <C>
   1     AAA to AA-         $   1,375,371     43.7   $    1,398,678      43.9   $    1,507,219       52.6   $    1,529,620      52.5
   2     BBB+ to BBB-           1,436,820     45.6        1,449,073      45.5        1,175,684       41.0        1,194,461      41.0
   3     BB+ to BB-               240,379      7.6          244,932       7.7          100,676        3.5          104,557       3.6
   4     B+ to B-                  68,620      2.2           66,763       2.1           75,849        2.7           78,953       2.7
   5     CCC or lower              27,552       .9           26,061        .8            5,943         .2            6,288        .2
   6     In or near default           470       --              264        --               31         --               29        --
                            --------------           ---------------            ---------------             ---------------

                      TOTAL $   3,149,212            $    3,185,771             $    2,865,402              $    2,913,908
                            =============            ==============             ==============              ==============
</TABLE>

The fixed maturity portfolio consists largely of investment grade assets (rated
"1" or "2" by the NAIC), with such investments accounting for 89% and 94% of the
portfolio at December 31, 1998 and 1997, respectively, based on estimated fair
value. As of both of those dates, less than 1% of the fixed maturities portfolio
was rated "6" by the NAIC, defined as public and private placement securities
which are currently non-performing or believed subject to default in the
near-term.

The Company continually reviews fixed maturities and identifies potential
problem assets which require additional monitoring. The Company defines
"problem" fixed maturities as those for which principal and/or interest payments
are in default. The Company defines "potential problem" fixed maturities as
assets which are believed to present default risk associated with future debt
service obligations and therefore require more active management. At December
31, 1998 management identified $264 thousand of fixed maturity investments as
problem or potential problem. An immaterial amount of problem or potential
problem fixed maturities were identified in 1997.


                                       15

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

PORTFOLIO DIVERSITY

The fixed maturity portfolio is broadly diversified by type and industry of
issuer. The greatest industry concentrations within the public portfolio were
finance, utilities, and manufacturing. The greatest concentrations within the
private portfolio were asset backed securities and within the service and
manufacturing industries. The total portfolio is summarized below by issuer
category:
<TABLE>
<CAPTION>
                                                                         DECEMBER 31, 1998                  DECEMBER 31, 1997
                                                                   -------------------------------    ------------------------------
                                                                    AMORTIZED         ESTIMATED        AMORTIZED         ESTIMATED
                                                                       COST           FAIR VALUE          COST           FAIR VALUE
                                                                   -------------     ------------     ------------      ------------
                                                                                            (In Thousands)
<S>                                                                <C>               <C>              <C>               <C>
United States government securities
    and obligations............................................... $    110,294      $    110,839     $    177,334      $    178,536
Mortgage backed securities........................................        2,257             2,411            3,116             3,260
Asset backed securities (1).......................................      442,272           445,518          320,554           323,744
Manufacturing ....................................................      585,680           589,775          401,291           409,856
Utilities.........................................................      469,343           478,262          397,374           406,790
Retail and wholesale..............................................      166,979           168,837           97,333            99,993
Energy............................................................        6,429             6,648            1,473             1,599
Finance...........................................................      545,760           550,291          818,532           826,767
Services..........................................................      584,495           594,240          430,827           441,775
Transportation....................................................      148,999           151,091          122,056           124,807
Other.............................................................       86,704            87,859           95,156            96,345
                                                                   ------------      ------------     ------------      ------------
TOTAL............................................................. $  3,149,212      $  3,185,771     $  2,865,046      $  2,913,472
                                                                   ============      ============     ============      ============
</TABLE>

(1) Asset backed securities are primarily backed by credit card receivables,
home equity loans, trade receivables and auto loans.

SHORT-TERM INVESTMENTS

Short-term investments include highly liquid debt instruments such as commercial
paper which are purchased with an original maturity of twelve months or less.
These securities are carried at amortized cost, which approximates fair value.
As of December 31, 1998, the Company's short-term investments totaled $240.7
million, a decrease of $75.7 million compared to $316.4 million at December 31,
1997. The decrease in short-term investments was primarily due to decreased
securities lending activity, resulting in lower cash collateral held and
invested in short-term instruments, coupled with a strategic decision to hold
less short-term investments. While income remained relatively unchanged, the
short-term yield decreased 175 basis points primarily due to lower average
interest rates. Investment expenses increased by $10.0 million primarily as a
result of 1998 including a full year's worth of securities lending activity
versus one quarters worth in 1997.

The table below presents summary data with respect to the Company's short-term
investment positions:

                                                 YEAR ENDED DECEMBER 31,
                                              ------------------------------
                                                 1998               1997
                                              -----------        -----------
                                                     (In Thousands)

    Carrying amount at end of period........  $  240,727         $  316,355

    Net investment income...................  $   13,347         $   19,511

    Yield (1)...............................        3.67%              5.42%


(1) Yields are determined by dividing net investment income by the average of
quarter-end asset carrying values, less one-half of net investment income.

DERIVATIVES

At the end of 1997 The Company began using derivatives, primarily futures
contracts, to hedge interest-rate risk related to the insurance and annuity
liabilities. During 1998 $12.4 million of gains were realized from derivatives.
The gains are reported in "Realized investment gains, net."


                                      16

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

(b) 1997 versus 1996

Total insurance revenues, consisting of premiums and policy charges and fee
income, increased $3.3 million for the year ended December 31, 1997 to $379.8
million from $376.5 million for the year ended December 31, 1996. This increase
in insurance revenues consists of an increase of $5.3 million in policy charges
and fee income partially offset by a decrease in premiums of $2.0 million. These
fluctuations are due to an increased emphasis in the domestic market place on
retirement type investment products rather than life insurance protection
products. Lower domestic premiums were partially offset by an increase in
premiums for traditional insurance products generated from the Company's Taiwan
branch.

The Company's consolidated net investment income increased $12.3 million for the
year ended December 31, 1997 to $259.6 from $247.3 million for the year ended
December 31, 1996. Increase in cash flows from insurance operations and average
assets as well as the asset allocation strategies, produced favorable investment
results in 1997. Fixed maturity income increased in 1997 due to higher
investment returns as a result of a shift to higher yielding securities. Income
from short term investments increased because of higher fixed maturity assets
available to lend to third parties as part of the Company's securities lending
program. Offsetting these increases was a decline in income on the mortgage loan
portfolio, a result of declining asset base.

Other income increased $13.0 million for the year ended December 31, 1997 to
$33.8 million from $20.8 million for the year ended December 31, 1996. This
increase is due to a higher level of advisory fees attributable to the Discovery
Preferred and Discovery Select Separate Account products.

Policyholders' benefits decreased $7.5 million for the year ended December 31,
1997 to $179.4 million from $186.9 million for the year ended December 31, 1996.
This decrease is attributable to better mortality experience associated with the
Company's products.

Interest credited to policyholders' account balances decreased by $7.4 million
for the year ended December 31, 1997 to $110.8 million from $118.2 million for
the year ended December 31, 1996. This decrease is primarily attributable to a
decrease in interest crediting rates, partially offset by increased fund values
due to new sales of Separate Account products.

Other operating costs and expenses increased $103.7 million for the year ended
December 31, 1997 to $225.7 million compared to $122.0 million for the year
ended December 31, 1996. The increase reflects factors including the refinement
of estimated gross profit margins used to amortize DAC. Favorable mortality
experience and reduction in cost of insurance charges contributed to a change in
net amortization. Favorable sales in 1997 were a partial offset. Also, increased
operating costs resulted from higher sales activity of Discovery Select and
Discovery Preferred annuity products, and technological advancements made in
annuity processing, customer service, and product development.

2. LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity requirements include the payment of sales commissions
and other underwriting expenses and the funding of its contractual obligations
for the life insurance and annuity contracts it has in-force. The Company has
developed and utilizes a cash flow projection system and regularly performs
asset/liability duration matching in the management of its asset and liability
portfolios. The Company anticipates funding all its cash requirements utilizing
cash from operations, normal investment maturities and anticipated calls and
repayments or through short term borrowing from its affiliate Prudential Funding
Corporation (see Related Party Transactions). As of December 31, 1998, the
Company's assets included $1.9 billion of cash, short-term investments and
investment grade publicly traded fixed maturity securities that could be
liquidated if funds were required.

In order to continue to market life insurance and annuity products, the Company
must meet or exceed the statutory capital and surplus requirements of the
insurance departments of the states in which it conducts business. Statutory
accounting practices differ from generally accepted accounting principles
("GAAP") in two major respects. First, under statutory accounting practices, the
acquisition costs of new business are charged to expense, while under GAAP they
are initially deferred and amortized over a period of time. Second, under
statutory accounting practices, the required additions to statutory reserves for
new business in some cases may initially exceed the statutory revenues
attributable to such business. These practices result in a reduction of
statutory income and surplus at the time of recording new business.


                                      17

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

Insurance companies are subject to Risk-Based Capital (RBC) guidelines,
monitored by insurance regulatory authorities, that measure the ratio of the
Company's statutory equity with certain adjustments ("Adjusted Capital") to its
required capital, based on the risk characteristics of its insurance liabilities
and investments. Required capital is determined by statutory formulae that
consider risks related to the type and quality of invested assets,
insurance-related risks associated with the Company's products, interest rate
risks, and general business risks. The RBC calculations are intended to assist
regulators in measuring the adequacy of the Company's statutory capitalization.

The Company considers RBC implications in its asset/liability management
strategies. Each year, the Company conducts a thorough review of the adequacy of
statutory insurance reserves and other actuarial liabilities. The review is
performed to ensure that the Company's statutory reserves are computed in
accordance with accepted actuarial standards, reflect all contractual
obligations, meet the requirements of state laws and regulations and include
adequate provisions for any other actuarial liabilities that need to be
established. All significant reserve changes are reviewed by the Board of
Directors and are subject to approval by the Arizona Department of Banking and
Insurance. The Company believes that its statutory capital is adequate for its
currently anticipated levels of risk as measured by regulatory guidelines.

The National Association of Insurance Commissioners recently approved a series
of codified statutory accounting standards for consideration by the various
state regulators. Certain of the proposed standards, if adopted by insurance
regulatory authorities, could have an impact on the measurement of statutory
capital which, in turn, could affect RBC ratios of insurance companies. At the
present time, the Company cannot estimate the potential impact of these proposed
standards on its RBC position.

3. REGULATORY ENVIRONMENT

The Company is subject to the laws of the State of Arizona and to the
regulations of the Department of Insurance of the State of Arizona and the New
Jersey Department of Banking and Insurance (the "Insurance Departments"). A
detailed financial statement in the prescribed form (the "Annual Statement") is
filed with the Insurance Departments each year covering the Company's operations
for the preceding year and its financial position as of the end of that year.
Regulation by the Insurance Departments includes periodic examinations to verify
the accuracy of contract liabilities and reserves. The Company's books and
accounts are subject to review by the Insurance Departments at all times. A full
examination of the Company's operations is conducted periodically by the
Insurance Departments and under the auspices of the NAIC.

The Company is subject to regulation under the insurance laws of all
jurisdictions in which it operates. The laws of the various jurisdictions
establish supervisory agencies with broad administrative powers with respect to
various matters, including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms, establishing reserve
requirements, fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. The Company is required to file the Annual Statement with
supervisory agencies in each of the jurisdictions in which it does business, and
its operations and accounts are subject to examination by these agencies at
regular intervals.

The NAIC has adopted several regulatory initiatives designed to improve the
surveillance and financial analysis regarding the solvency of insurance
companies in general. These initiatives include the development and
implementation of a risk-based capital formula for determining adequate levels
of capital and surplus. Insurance companies are required to calculate their
risk-based capital in accordance with this formula and to include the results in
their Annual Statement. It is anticipated that these standards will have no
significant effect upon the Company.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Certain insurance products of the Company are subject to
various federal securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the insurance business
include regulation of insurance company solvency, employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles.


                                      18

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

4. THE YEAR 2000 ISSUE

Pruco Life 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.

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 overall completion date
for Business Applications is 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 overall completion date
for Infrastructure is 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 Prudential's
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; Prudential has an overall
completion date for less critical business partner readiness of June 1999.


                                       19

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

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 Pruco Life. Expenses related to
the Year 2000 initiatives allocated to Pruco Life are part of systems overhead
costs to date and are included in Pruco Life's general and administrative
expenses. The Year 2000 costs allocated to Pruco Life to date are not material
to its operations and financial position. Moreover, the forecasted allocated
Year 2000 costs are not expected to have a material impact on Pruco Life's
ability to meet its contractual commitments.

YEAR 2000 RISKS AND CONTINGENCY PLANNING

The major portion of the 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 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, the Company is unable to determine at this time whether
the consequences of Year 2000 failures will have a material adverse effect on
the Company's results of operations, liquidity or financial position. 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 the Company'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. See cautionary statement below relating to
forward-looking statements.

5. EFFECTIVE NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 2, "Summary of Significant Accounting Policies," of the Notes to
Consolidated Financial Statements.

6. INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Certain of the statements contained in Management's Discussion and Analysis may
be considered forward-looking statements. Words such as "expects," "believes,"
"anticipates," "intends," "plans," or variations of such words are generally
part of forward-looking statements. Forward-looking statements are made based
upon management's current expectations and beliefs concerning future
developments and their potential effects upon the Company. There can be no
assurance that future developments affecting the Company will be those
anticipated by management. There are certain important factors that could cause
actual results to differ materially from estimates or expectations reflected in
such forward-looking statements including without limitation, changes in general
economic conditions, including the performance of financial markets and interest
rates; market acceptance of new products and distribution channels; competitive,
regulatory or tax changes that affect the cost or demand for the Company's
products; and adverse litigation results. While the Company reassesses material
trends and uncertainties affecting its financial position and results of
operations, it does not intend to review or revise any particular
forward-looking statement referenced in this Management's Discussion and
Analysis in light of future events. The information referred to above should be
considered by readers when reviewing any forward-looking statements contained in
this Management's Discussion and Analysis.


                                      20

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RISK MANAGEMENT, MARKET RISK, AND DERIVATIVE FINANCIAL INSTRUMENTS

As a direct subsidiary of Prudential, the Company benefits from the risk
management strategies implemented by its parent.

Risk management includes the identification and measurement of various forms of
risk, establishment of acceptable risk thresholds, and creation of processes
intended to maintain risks within these thresholds while maximizing returns.
Prudential considers risk management an integral part of its core businesses.

The risks inherent in the Company's operations include market risk, product
risk, credit risk, concentration risk, liquidity risk, and operating risk. These
risk categories, and the Company's strategies relative to each, are discussed
below.

The Company's risk monitoring processes include preparation and review of risk
reports on a regular basis, with frequency based on the purpose of the report.
For example, reports associated with specific strategies or assets are produced
daily, while portfolio level reports are typically semi-monthly or monthly and
high level reports are produced quarterly.

MARKET RISK is the risk of change in the value of financial instruments as a
result of changes in interest rates, currency exchange rates, equity and
commodity prices. To varying degrees, the investment activities supporting all
of the Company's products and services generate market risks. These products and
services include life insurance and annuities. Market risks incurred and the
strategies for managing these risks vary by product.

Insurance products and fixed rate annuities, incur market risk primarily in the
form of interest rate risk. This is controlled through asset/liability
management strategies that seek to match the interest rate sensitivity of the
assets to that of the underlying liabilities, with the objective of insulating
the portfolio's underlying capital from market value changes due to interest
rate movements. If perfectly matched, interest rate movements will generate
asset market value changes that offset changes in the value of the liabilities
relating to the underlying insurance products.

Variable annuities also incur market risk to the Company in part through
interest rate risk but largely through equity price risk. Equity price risk is
controlled primarily by managing the risk profile of equity investments against
the risk profile incorporated in the related variable annuity products.

For fee-based products, including variable contracts and Separate Accounts,
investment risk is borne primarily by the contractholders rather than the
Company (subject to any minimum guarantees). The greatest market-related risk to
the Company for these products is the indirect one that, in the event of sub-par
performance, asset based fee revenues could decline and that competitive factors
could impede the Company's ability to maintain or grow assets under management.
However, since this is primarily an operating risk it is not quantified as part
of the Company's analysis of market risk.

The Company's exposure to market risk results from "other than trading"
activities in its insurance business. Market risks in the Company's insurance
business are managed through an investment process that incorporates
asset/liability management techniques and other risk management policies and
limits. Derivatives, as discussed further below, are used for hedging purposes
in the asset/liability management process.

INSURANCE ASSET/LIABILITY MANAGEMENT

Interest rate and equity exposures are maintained within established ranges,
which are subject to adjustment based on market conditions and the design of
related insurance products sold to customers. Risk managers, independent of
portfolio and asset managers, establish investment risk limits on
asset/liability management and oversee ongoing efforts to manage risk within
policy constraints.

The Company uses duration and convexity analyses to measure price sensitivity to
interest rate changes. Duration measures the relative sensitivity of the fair
value of a financial instrument to changes in interest rates. Convexity measures
the rate of change of duration with respect to changes in yield, recognizing
that the price of a bond is usually expected to fall at a slower rate as yield
increases.

While duration and convexity are useful indicators of asset price sensitivity to
interest rate changes, pricing models used in the portfolio management process
also consider the effects of optionality. This entails a variety of option
pricing model applications.


                                       21

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

The Company also performs portfolio stress testing as part of its regulatory
cash flow testing in which interest-sensitive assumptions (such as asset calls
and prepayments and insurance product contract persistency) are evaluated under
various severe interest rate environments. Any shortfalls revealed by cash flow
testing are evaluated to determine whether there is a need to increase reserves
or adjust portfolio management strategies.

INTEREST RATE RELATED MARKET RISK ON ASSETS

Assets with interest rate risk include fixed maturities, mortgage loans and
policy loans which, in the aggregate, comprise 94% of the Company's consolidated
invested assets (excluding assets held in Separate Accounts) as of December 31,
1998.

INTEREST RATE RELATED MARKET RISK ON LIABILITIES

In addition to insurance reserves, which are not measured by the sensitivity
analysis below, the Company has policyholders' account balances relating to
interest-sensitive life and annuity contracts through which it is exposed to
interest rate risk.

DERIVATIVES

Derivatives are financial instruments whose values are derived from interest
rates, foreign exchange rates, various financial indices, or the value of
securities or commodities. Derivative financial instruments can be
exchange-traded or contracted in the over-the-counter market and include swaps,
futures, forwards and options contracts. Fixed rate loan commitments may also be
considered similar to derivatives because of their off balance sheet and
option-like characteristics. See Note 10 of Notes to Consolidated Financial
Statements as to the Company's derivative positions at December 31, 1998 and
1997. Insurance statutes applicable to the Company restrict the use of
derivative securities to hedging activities intended to offset changes in the
market value of assets held, obligations, and anticipated transactions and
prohibit the use of derivatives for speculation. The Company uses derivative
financial instruments to reduce market risk from changes in interest rates or
foreign currency exchange rates, and to alter interest rate or currency
exposures arising from mismatches between assets and liabilities.

INTEREST RATE SENSITIVITY

Interest rate sensitivity for the indicated classes of financial assets,
financial liabilities, and derivatives is assessed using hypothetical test
scenarios which assume both upward and downward 100 basis point parallel shifts
in the yield curve from prevailing interest rates at December 31, 1998. The
following table summarizes the potential loss in fair value associated with a
hypothetical 100 basis point upward parallel shift in the yield curve from
prevailing interest rates at December 31, 1998. This scenario results in the
greatest net exposure to interest rate risk of the hypothetical scenarios
tested. The test scenario is for illustrative purposes only and is not intended
to reflect management's expectations regarding future interest rates or
performance of fixed income markets.

In addition, this presentation includes only assets, liabilities and derivatives
required by the Rules and does not include $535 million of insurance
liabilities. Management includes the interest rate sensitivities implicit in
these insurance liabilities in its internal measurements and believes these
insurance liabilities substantially offset the interest rate risk summarized in
the following table.
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31, 1998
                                                                   -----------------------------------------------------------------
                                                                      NOTIONAL                     FAIR VALUE AFTER +   HYPOTHETICAL
                                                                       VALUE             FAIR        100 BASIS POINT     CHANGE IN
                                                                   (DERIVATIVES)        VALUE       YIELD CURVE SHIFT    FAIR VALUE
                                                                   ---------------   ------------- ------------------- -------------
                                                                                             (In Millions)
<S>                                                                <C>                     <C>             <C>         <C>
FINANCIAL ASSETS AND LIABILITIES WITH
    INTEREST RATE RISK:                                            $
Financial Assets:................................................
  Fixed maturities:..............................................
    Available for sale...........................................            --             2,764            2,666              (98)
    Held to maturity.............................................            --               422              408              (14)
  Mortgage loans on real estate..................................            --                19               19                -


                                                                22

</TABLE>
<PAGE>

<TABLE>

                                                DISCOVERY SELECT(R) VARIABLE ANNUITY

<S>                                                                <C>                     <C>             <C>         <C>
  Policy loans...................................................            --               806              762              (44)
Derivatives:.....................................................
  Futures........................................................            41                --               (2)              (2)
Financial Liabilities:...........................................
Policyholders' account balances..................................            --            (2,704)          (2,727)             (23)
                                                                                                                       ------------
Total estimated potential loss...................................                                                      $       (181)
                                                                                                                       ============
</TABLE>

The estimated changes in fair values of financial assets shown above relate to
assets invested in support of the Company's insurance liabilities, and do not
include assets associated with products for which investment risk is borne
primarily by the contractholders rather than the Company.

EQUITY PRICE MARKET RISK

Equity price risk is actively managed relative to benchmarks in respective
markets. Excluding equities relating to products for which investment risk is
borne primarily by the contractholder rather than by the Company, the table
below provides an estimate of the Company's equity risk following a 10% decline
in benchmark equity market prices. Equity holdings are benchmarked against a
blend of leading market indices, including prominently the Standard & Poor's
("S&P") 500 and Russell 2000, and target price sensitivities approximating those
of the benchmark indices. This scenario is not intended to reflect management's
expectations regarding future performance of equity markets.
<TABLE>
<CAPTION>
                                                                                         DECEMBER 31, 1998
                                                               ---------------------------------------------------------------------
                                                                                        FAIR VALUE AFTER 10%        HYPOTHETICAL
                                                                        FAIR               DROP IN EQUITY             CHANGE IN
                                                                       VALUE            MARKET BENCHMARK (1)         FAIR VALUE
                                                               -----------------------  ----------------------  --------------------
                                                                                          (In Millions)
<S>                                                                    <C>                     <C>                   <C>
Financial Assets with Equity Price Risk

Equity securities...........................................           $ 2.8                   $ 2.5                 $ (0.3)
</TABLE>

(1) The market benchmark used for purposes of this analysis is a blend of
leading equities market indices, including the S&P 500 Index and the Russell
2000 Index. This benchmark is believed to have broadly similar characteristics,
in terms of price sensitivity, to the Company's equity securities portfolio.

FOREIGN CURRENCY EXCHANGE MARKET RISK

The Company is exposed to foreign currency exchange risk in its investment
portfolio and through its operations in Taiwan. The Company's investment policy
dictates that foreign currency exchange rate risk created by fixed income
investments denominated in foreign currencies, in most instances, is to be fully
hedged into U.S. dollars. Investment-related foreign currency exchange rate risk
retained in the portfolio emanates principally from foreign denominated equity
investments for which currency exchange rate volatility is factored into
expected returns when allocating funds to this asset class. Hedging of market
risk associated with changes in foreign currency exchange rates is generally
accomplished through the use of foreign exchange forward contracts and foreign
currency swaps.

Foreign currency exchange risk is actively managed within specified limits at
the enterprise level using Value-at-Risk analysis. As previously mentioned, this
statistical technique estimates, at a specified confidence level, the potential
pretax loss in portfolio market value that could occur over an assumed holding
period due to adverse movements in underlying risk factors, which in this case
are foreign currency exchange rates.

Value-at-Risk (VaR) estimates of exposure to loss from volatility in foreign
currency exchange rates are calculated for one day and one month time periods.
Exponentially weighted historical price volatilities and covariance data are
used at a confidence level such that losses are not expected to exceed this VaR
estimate in no more than one in twenty business days.


                                       23

<PAGE>

<TABLE>

                                                DISCOVERY SELECT(R) VARIABLE ANNUITY
<CAPTION>
                                                                                         DECEMBER 31, 1998
                                                               ---------------------------------------------------------------------
                                                                                         FAIR VALUE LESS ONE        HYPOTHETICAL
                                                                        FAIR              MONTH'S VALUE AT            CHANGE IN
                                                                       VALUE                  RISK (1)               FAIR VALUE
                                                               -----------------------  ----------------------  --------------------
                                                                                          (In Millions)
<S>                                                                    <C>                     <C>                    <C>
Financial Assets with Foreign
 Currency Exchange Rate Risk:

Foreign currency denominated assets
 not hedged to United States dollars........................           $ 32.0                  $ 31.5                 $ (0.5)
</TABLE>

(1)Value at risk measured at 95% confidence level.

LIMITATIONS OF VAR MODELS

VaR models have inherent limitations, including reliance on historical data that
may not be indicative of future market conditions or trading patterns, and
therefore should not be viewed as a predictor of future results. There can be no
assurance that the Company will not incur losses in excess of the amounts
indicated by the model on a particular trading day or over a period of time. A
VaR model does not estimate the greatest possible loss outside of its confidence
interval. These models are used by the Company in addition to other risk
management tools, including stress testing, and in conjunction with the
experience and judgment of management.

PRODUCT RISK is the risk of adverse results due to deviation of experience from
expected levels reflected in pricing. The Company, in its insurance and annuity
operations, sells traditional and interest sensitive individual insurance
products and annuity products. Products are priced to reflect the expected
levels of risk and to allow a margin for adverse deviation. The level of margin
varies with product design and pricing strategy with respect to the targeted
market. The Company seeks to maintain underwriting standards so that premium
charged is consistent with risk assumed on an overall basis. Additionally, most
of the Company's policies and contracts allow the Company to adjust credits (via
interest crediting rates) and/or charges (in contracts where elements such as
mortality and expense charges are not guaranteed), allowing the Company to
respond to changes in actuarial experience. The competitive environment is also
an important element in determining pricing elements including premiums,
crediting rates, and non-guaranteed charges.

Mortality risks, generally inherent in most of the Company's life insurance and
annuity products, are incorporated in pricing based on the Company's experience
(if available and relevant) and/or industry experience. Mortality studies are
performed periodically to compare the actual incidence of death claims in
relation to business in force, to levels assumed in pricing and to industry
experience. Persistency risk represents the risk that the pattern of policy
surrenders will deviate from assumed levels so that policies do not remain in
force long enough to allow the Company to recover its acquisition costs. Certain
products are designed, by use of surrender charges and other features, to
discourage early surrenders and thus mitigate this risk to the Company. Periodic
studies are performed to compare actual surrender experience to pricing
assumptions and industry experience.

For fee-based products in which investment risk is borne by the client, the
Company retains the risk that fees charged may not adequately cover
administrative expenses. The ability to earn a spread between these fees and the
associated costs is dependent upon the competitive environment, product
performance, the ability to attract clients and assets, and the Company's
control of expense levels.

CREDIT RISK is the risk that counterparties or issuers may default or fail to
fully honor contractual obligations and is inherent in investment portfolio
asset positions including corporate bonds and mortgages, private placements and
other lending-type products, certain derivative transactions, and various
investment operations functions. In derivative transactions, the Company follows
an established credit approval process which includes risk control limits and
monitoring procedures.

Limits of exposure by counterparty, country and industry are in place at the
portfolio level, and counterparty concentration risk is also reviewed at the
enterprise level. Credit concentration risks are limited based on credit
quality, and enterprise-level concentrations are reviewed on a quarterly basis.
Business group credit analysis units evaluate creditworthiness of counterparties
and assign internal credit ratings based on data from


                                       24

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

independent rating agencies and their own fundamental analysis. Additionally,
stress tests and sensitivity analysis are utilized to estimate the exposure to
credit losses from unusual events.

LIQUIDITY RISK is the risk that the Company will be unable to liquidate
positions at a reasonable price in order to meet cash flow requirements under
various scenarios. As indicated above, the Company's asset/liability management
strategies seek to maintain asset positions that are consistent with the
expected cash flow demands associated with its liabilities under various

possible situations. Liquidity policies are formally managed at the enterprise
level, using various comparisons of asset liquidity to potential liability
outflows. The Company believes that the comparison of its general account net
liquidity to individual policy net cash surrender value is key to the periodic
evaluation of its ability to meet policyholder claim requirements, and stress
tests are utilized to measure the expected liquidity situation under
hypothetical unusual events. The Company believes that its liquidity position is
more than adequate to meet the expected cash flow demands associated with its
liabilities under reasonably possible stress situations.

OPERATING RISK is the risk of potential loss from internal or external events
such as mismanagement, fraud, systems breakdowns, business interruption, or
failure to satisfy legal or fiduciary responsibilities. All financial
institutions, including the Company, are exposed to the risk of unauthorized
activities by employees that are contrary to the internal controls designed to
manage such risks. Legal risk may arise from inadequate control over contract
documentation, marketing processes, or other operations. Internal controls
responsive to regulatory, legal, credit, asset stewardship and other concerns
are established at the business unit level for specific lines of business and at
the enterprise level for company-wide processes. Controls are monitored by
business unit management, internal and external auditors, and by an enterprise
level Management Internal Control unit, and in certain instances, are subject to
regulatory review.

Following recent revelations and negative publicity surrounding the issue of
sales practices, the Company has implemented a strategy to emphasize ethical
conduct in the recruitment and training of agents and in the sales process. The
Company has also strengthened controls including the establishment of a client
acquisition program, in conjunction with the underwriting process, intended to
ascertain the appropriateness of insurance coverages sold and mitigate the risk
of inappropriate policy replacement activity.

Another aspect of operating risk relates to the Company's ability to conduct
transactions electronically and to gather, process, and disseminate information
and maintain data integrity and uninterrupted operations given the possibility
of unexpected or unusual events. The Company is implementing a business
continuation initiative to address these concerns. Considerations relative to
the potential impact of the Year 2000 on computer operations, infrastructural
support, and other matters are discussed above.


                                       25

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

                             DIRECTORS AND OFFICERS

The directors and major officers of Pruco Life, listed with their principal
occupations during the past 5 years, are shown below.

                             DIRECTORS OF PRUCO LIFE

JAMES J. AVERY, JR., CHAIRMAN AND DIRECTOR -- Senior Vice President, Chief
Actuary and CFO, Prudential Individual Insurance since 1997; 1995 to 1997:
President, Prudential Select; 1993 to 1995: Chief Operating Officer, Prudential
Select. Age 47.

WILLIAM M. BETHKE, DIRECTOR -- Chief Investment Officer since 1997; prior to
1997: President, Prudential Capital Markets Group. Age 52.

IRA J. KLEINMAN, DIRECTOR -- Executive Vice President, International Insurance
Group since 1997; 1995 to 1997: Chief Marketing and Product Development Officer,
Prudential Individual Insurance Group; 1993 to 1995: President, Prudential
Select. Age 52.

ESTHER H. MILNES, PRESIDENT AND DIRECTOR -- Vice President and Actuary,
Prudential Individual Insurance Group since 1996; 1993 to 1996: Senior Vice
President and Chief Actuary, Prudential Insurance and Financial Services. Age
48.

I. EDWARD PRICE, VICE CHAIRMAN AND DIRECTOR -- Senior Vice President and
Actuary, Prudential Individual Insurance Group since 1995; 1994 to 1995: Chief
Executive Officer, Prudential International Insurance. Age 56.

KIYOFUMI SAKAGUCHI, DIRECTOR -- President, Prudential International Insurance
Group since 1995; 1994 to 1995: Chairman and Chief Executive Officer, The
Prudential Life Insurance Company, Ltd.; prior to 1994: President and Chief
Executive Officer, Asia Pacific Region -- Prudential International Insurance and
President, The Prudential Life Insurance Co., Ltd. Age 56.


                         OFFICERS WHO ARE NOT DIRECTORS


C. EDWARD CHAPLIN, TREASURER -- Vice President and Treasurer of Prudential since
1995; 1993 to 1995: Managing Director and Assistant Treasurer of Prudential. Age
43.


JAMES C. DROZANOWSKI, SENIOR VICE PRESIDENT -- Vice President and Operations
Executive, Prudential Individual Insurance Group since 1996; 1995 to 1996:
President, Credit Card Division, Chase Manhattan Bank; prior to 1995: Chase
Manhattan Bank. Age 56.

CLIFFORD E. KIRSCH, CHIEF LEGAL OFFICER AND SECRETARY -- Chief Counsel, Variable
Products, Law Department of Prudential since 1995; 1994 to 1995: Associate
General Counsel with PaineWebber. Age 39.

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. Age 54.

EDWARD A. MINOGUE, SENIOR VICE PRESIDENT -- Vice President, Annuity Services,
Prudential Investments since 1997; prior to 1997: Director, Merrill Lynch. Age
56.

HIROSHI NAKAJIMA, SENIOR VICE PRESIDENT -- President & CEO, Pruco Life Insurance
Company Taiwan Branch, since 1997; prior to 1997: Senior Managing Director,
Prudential Life Insurance Co.,Ltd. Age 55.


IMANTS SAKSONS, SENIOR VICE PRESIDENT -- Vice President, Compliance, Prudential
Individual Financial Services since 1998; prior to 1998: Vice President, Market
Conduct, U.S. Operations, Manulife Financial. Age 49.


SHIRLEY H. SHAO, SENIOR VICE PRESIDENT AND CHIEF ACTUARY -- Vice President and
Associate Actuary, Prudential. Age 43.


DENNIS G. SULLIVAN, VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER -- Vice
President and Deputy Controller, Prudential, since 1998; 1997 to 1998, Vice
President & Controller, Contifinancial Corporation. Prior to 1997, Director,
Salomon Brothers. Age 44


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.


                                       26

<PAGE>


                      DISCOVERY SELECT(R) VARIABLE ANNUITY

                             EXECUTIVE COMPENSATION

The following table shows the 1998 annual compensation, paid by Prudential, and
allocated based on time devoted to the duties as an executive of the Company for
services provided to the Company:
<TABLE>
<CAPTION>
                                                                                                             OTHER ANNUAL
NAME AND PRINCIPAL POSITION             YEAR                    SALARY                  BONUS                COMPENSATION
- ----------------------------     --------------------     -------------------     -------------------     --------------------
<S>                                     <C>                     <C>                    <C>                       <C>
Esther H. Milnes                        1998                    $ 20,769               $ 26,313                  $0
President                               1997                      18,660                 21,398                   0
                                        1996                      18,058                 12,136                   0
</TABLE>

                                                             27


<PAGE>






                                SEPARATE ACCOUNT
                                    FINANCIAL
                                   INFORMATION






<PAGE>






                                    COMPANY
                                   FINANCIAL
                                  INFORMATION






<PAGE>


                                     PART C
                                OTHER INFORMATION


ITEM 24.      FINANCIAL STATEMENTS AND EXHIBITS

(a)   FINANCIAL STATEMENTS

(1)   Financial Statements of the Pruco Life Flexible Premium Variable Annuity
      Account (Registrant) consisting of the Statements of Net Assets as of
      December 31, 1998; the Statements of Operations for the period ended
      December 31, 1998; the Statements of Changes in Net Assets for the periods
      ended December 31, 1998 and December 31, 1997; and the Notes relating
      thereto appear in the Statement of Additional Information (Part A of the
      Registration Statement) (Note 2)

(2)   Consolidated Statements of Pruco Life Insurance (Depositor) and
      subsidiaries consisting of the Consolidated Statements of Financial
      Position as of December 31, 1998 and 1997; and the related Consolidated
      Statements of Operations of Stockholder's Equity and Cash Flows for the
      years ended December 31, 1998, 1997 and 1996; and the Notes to the
      Consolidated Financial Statements appear in the prospectus (Part A of the
      Registration Statement) (Note 2).

(b)    EXHIBITS

(1)   Resolution of the Board of Directors of Pruco Life Insurance Company
      establishing the Pruco Life Flexible Premium Variable Annuity Account.
      (Note 3)

(2)   Agreements for custody of securities and similar investments--Not
      Applicable.

(3)   (a)   Form of Distribution Agreement between Prudential Investment
            Management Services, Inc. "PIMS" (Underwriter) and Pruco Life
            Insurance Company (Depositor) (Note 2)

      (b)   Form of Selected Broker Agreement used by PIMS (Note 2)

(4)   The Prudential DISCOVERY SELECT Contract. (Note 4)

      (a)   Endorsement ORD 99168 to DISCOVERY SELECT Contract (Note 1)

(5)   Application form for the Contract. (Note 5)

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

      (b)   By-laws of Pruco Life Insurance Company, as amended May 6, 1997.
            (Note 10)

(7)   Contract of reinsurance in connection with variable annuity contract--Not
      Applicable.

(8)   Other material contracts performed in whole or in part after the date the
      registration statement is filed:

      (a)   Form of Fund Participation Agreement. (Note 4)

(9)   Opinion of Counsel as to legality of the securities being registered.
      (Note 2)

(10)  Written consent of PricewaterhouseCoopers LLP, independent accountants.
      (To be filed by amendment)

(11)  All financial statements omitted from Item 23, Financial Statements-- Not
      Applicable.

(12)  Agreements in consideration for providing initial capital between or among
      Registrant, Depositor, Underwriter, or initial Contract owners--Not
      Applicable.

(13)  Schedule of Performance Computations. (Note 2)

(14)  Powers of Attorney.

      (a)   William M. Bethke, Ira J. Kleinman, Esther H. Milnes and I. Edward
            Price (Note 8)
      (b)   Dennis G. Sullivan (Note 7)
      (c)   Kiyofumi Sakaguchi (Note 6)
      (d)   James J. Avery Jr (Note 10)




                                      C-1
<PAGE>
- ---------------


(Note 1)    Filed within.

(Note 2)    Incorporated by reference to Post-Effective Amendment No. 6 to Form
            N-4, Registration No. 333-06701, filed April 15, 1999, on behalf of
            the Pruco Life Flexible Premium Variable Annuity Account.

(Note 3)    Incorporated by reference to Form N-4, Registration No. 33-61125,
            filed July 19, 1995 on behalf of the Pruco Life Flexible Premium
            Variable Annuity Account.

(Note 4)    Incorporated by reference to Form N-4, Registration No. 333-06701,
            filed June 24, 1996 on behalf of the Pruco Life Flexible Premium
            Variable Annuity Account.

(Note 5)    Incorporated by reference to Pre-Effective Amendment No. 1 to Form
            N-4, Registration No. 333-06701, filed September 12, 1996 on behalf
            of the Pruco Life Flexible Premium Variable Annuity Account.

(Note 6)    Incorporated by reference to Post-Effective Amendment No. 8 to Form
            S-6, Registration No. 33-49994, filed April 28, 1997, on behalf of
            the Pruco Life PRUvider Variable Appreciable Account.

(Note 7)    Incorporated by reference to Post-Effective Amendment No. 5 to Form
            S-1, Registration No. 33-86780, filed April 12, 1999 on behalf of
            the Pruco Life Variable Contract Real Property Account.

(Note 8)    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 9)    Incorporated by reference to Form 10-Q, Registration No. 33-37587,
            filed August 15, 1997 on behalf of the Pruco Life Insurance Company.

(Note 10)   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.


ITEM 25.    DIRECTORS AND OFFICERS OF THE DEPOSITOR

See Part A: Directors and Officers.

ITEM 26.    PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
            THE DEPOSITOR OR REGISTRANT

Pruco Life Insurance Company ("Pruco Life"), a corporation organized under the
laws of Arizona, is a direct, wholly-owned subsidiary of The Prudential
Insurance Company of America, ("Prudential"), a mutual life insurance company
organized under the laws of New Jersey. The subsidiaries of Prudential and short
descriptions of each are set forth on the following pages.

Pruco Life may be deemed to control its two wholly-owned subsidiaries, Pruco
Life Insurance Company of New Jersey ("Pruco Life of New Jersey") and The
Prudential Insurance Company of Arizona ("PLICA"). Pruco Life may also be deemed
to control the following separate accounts which are registered as unit
investment trusts under the Investment Company Act of 1940: the Pruco Life
Variable Appreciable Account, the Pruco Life Variable Insurance Account, the
Pruco Life Single Premium Variable Life Account, the Pruco Life Variable
Universal Account, the Pruco Life PRUvider Variable Appreciable Account, the
Pruco Life Single Premium Variable Annuity Account, the Pruco Life Flexible
Premium Variable Annuity Account (Registrant) (separate accounts of Pruco Life),
the Pruco Life of New Jersey Variable Appreciable Account, the Pruco Life of New
Jersey Variable Insurance Account, the Pruco Life of New Jersey Single Premium
Variable Life Account, and the Pruco Life of New Jersey Single Premium Variable
Annuity Account (separate accounts of Pruco Life of New Jersey).

The above-referenced separate accounts, along with Prudential and certain of
Prudential's separate accounts, hold all the shares of The Prudential Series
Fund, Inc., a Maryland corporation. In addition, The Prudential holds all the
shares of Prudential's Gibraltar Fund, a Maryland Corporation, in three of its
separate accounts. The Prudential Series Fund, Inc. and Prudential's Gibraltar
Fund are registered as open-end diversified, management investment companies
under the Investment Company Act of 1940. Additionally, the aforementioned
separate accounts of Prudential are registered as unit investment trusts under
the Investment Company Act of 1940.

In addition, Pruco Life may also be deemed to be under common control with The
Prudential Variable Contract Account-2, The Prudential Variable Contract
Account-10, and The Prudential Variable Contract Account-11, separate accounts
of Prudential, all of which are registered as open-end, diversified, management
investment


                                      C-2
<PAGE>

companies under the Investment Company Act of 1940 and with the Prudential
Variable Contract Account-24, a registered unit investment trust.

The subsidiaries of Prudential and short descriptions of each are listed under
Item 25 of Post-Effective Amendment No. 32 to the Form N-1A Registration
Statement for The Prudential Series Fund, Inc., Registration No. 2-80896, filed
February 28, 1997, the text of which is hereby incorporated.

ITEM 27.      NUMBER OF CONTRACT OWNERS

As of April 5, 1999, there were 32,029 owners of qualified contracts and 37,573
owners of nonqualified contracts offered by the Registrant.

ITEM 28.      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 filed August 15, 1997.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 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.

ITEM 29.      PRINCIPAL UNDERWRITERS

(a)  Prudential Investment Management Services LLC (PIMS)

     PIMS is distributor for Cash Accumulation Trust, Command Money Fund,
Command Government Fund, Command Tax-Free Fund, The Global Total Return Fund,
Inc., Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), Prudential Balanced Fund, Prudential
California Municipal Fund, Prudential Distressed Securities Fund, Inc.,
Prudential Diversified Bond Fund, Inc., Prudential Emerging Growth Fund, Inc.,
Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe
Growth Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global
Limited Maturity Fund, Inc., Prudential Government Income Fund, Inc., Prudential
Government Securities Trust, Prudential High Yield Fund, Inc., Prudential High
Yield Total Return Fund, Inc., Prudential Index Series Fund, Prudential
Institutional Liquidity Portfolio, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential International Bond Fund, Inc., The Prudential Investment
Portfolios, Inc., Prudential Mid-Cap Value Fund, Prudential MoneyMart Assets,
Inc., Prudential Mortgage Income Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund, Prudential National Municipals Fund, Inc.,
Prudential Natural Resources Fund, Inc., Prudential Pacific Growth Fund, Inc.,
Prudential Real Estate Securities Fund, Prudential Small-Cap Quantum Fund, Inc.,
Prudential Small Company Value Fund, Inc., Prudential Special Money Market Fund,
Inc., Prudential Structured Maturity Fund, Inc., Prudential Tax-Free Money Fund,
Inc., Prudential 20/20 Focus Fund, Prudential Utility Fund, Inc., Prudential
World Fund, Inc. and The Target Portfolio Trust.


                                      C-3
<PAGE>

(b) Information concerning the officers and directors of PIMS is set forth
below.


                                                                  POSITIONS AND
                          POSITIONS AND OFFICES                   OFFICES WITH
NAME (1)                  WITH UNDERWRITER                        REGISTRANT
- --------                  ----------------                        ----------

Robert F. Gunia........    President                               None
                           Senior Vice President and Chief

Kevin B. Frawley ......    Compliance Officer                      None

Jean D. Hamilton.......    Executive Vice President                None

John R. Strangfeld.....    Executive Vice President                None

Mark D. Smith..........    Senior Vice President and Chief
                           Operating Officer                       None

William V. Healy.......    Senior Vice President, Secretary and
                           Chief Legal Officer                     None

Margaret M. Deverell...    Senior Vice President, Comptroller
                           and Chief Financial Officer             None

C. Edward Chaplin......    Treasurer                               None

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

(1)  The address of each person named is Prudential Plaza, 751 Broad
     Street, Newark, New Jersey 07102 unless otherwise noted.

(c)  Not applicable.

ITEM 30.      LOCATION OF ACCOUNTS AND RECORDS

All accounts, books or other documents required to be maintained by Section 31
(a) of the 1940 Act and the rules promulgated thereunder are maintained by the
Registrant through The Prudential Insurance Company of America, 751 Broad
Street, Newark, New Jersey 07102-3777.

ITEM 31.      MANAGEMENT SERVICES

Summary of any contract not discussed in Part A or Part B of the registration
statement under which management-related services are provided to the
Registrant--Not Applicable.

ITEM 32.      UNDERTAKINGS

(a)   Registrant undertakes to file a post-effective amendment to this
      Registrant Statement as frequently as is necessary to ensure that the
      audited financial statements in the Registration Statement are never more
      than 16 months old for so long as payments under the variable annuity
      contracts may be accepted.

(b)   Registrant undertakes to include either (1) as part of any application to
      purchase a contract offered by the prospectus, a space that an applicant
      can check to request a statement of additional information, or (2) a
      postcard or similar written communication affixed to or included in the
      prospectus that the applicant can remove to send for a statement of
      additional information.

(c)   Registrant undertakes to deliver any statement of additional information
      and any financial statements required to be made available under this Form
      promptly upon written or oral request.

(d)   Restrictions on withdrawal under Section 403(b) Contracts are imposed in
      reliance upon, and in compliance with, a no-action letter issued by the
      Chief of the Office of Insurance Products and Legal Compliance of the U.S.
      Securities and Exchange Commission to the American Council of Life
      Insurance on November 28, 1988.

(e)   Pruco Life hereby represents that the fees and charges deducted under the
      Contract, in the aggregate, are reasonable in relation to the services
      rendered, the expenses expected to be incurred and the risks assumed by
      Pruco Life.


                                      C-4
<PAGE>

                                   SIGNATURES


     As required by the requirements the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets the
requirements of the Securities Act Rule 485(b) for effectiveness of this
Registration Statement and has caused this Post-effective Amendment No. 7 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 August, 1999.


                                           THE PRUCO LIFE FLEXIBLE PREMIUM
                                           VARIABLE ANNUITY ACCOUNT
                                                   (Registrant)

                                           BY:     PRUCO LIFE INSURANCE COMPANY
                                                   (Depositor)

Attest: /s/ CLIFFORD E. KIRSCH                    /s/  ESTHER H. MILNES
- -------------------------------------------       ------------------------------
           CLIFFORD E. KIRSCH                          ESTHER H. MILNES
           CHIEF LEGAL OFFICE AND SECRETARY            PRESIDENT



                                      C-5
<PAGE>


                                   SIGNATURES


     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 7 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.



             SIGNATURE AND TITLE
             -------------------


                 *
- ---------------------------------------------
         ESTHER MILNES                                Date: August 24, 1999
         PRESIDENT AND DIRECTOR


                 *
- ---------------------------------------------
         JAMES J. AVERY JR
         CHAIRMAN OF THE BOARD AND DIRECTOR

                 *                                    *By: CLIFFORD E. KIRSCH

- ---------------------------------------------         --------------------------
         DENNIS G. SULLIVAN                                CLIFFORD E. KIRSCH
         VICE PRESIDENT AND CHIEF                          (ATTORNEY-IN-FACT)
         ACCOUNTING OFFICER (PRINCIPAL
         FINANCIAL OFFICER AND CHIEF
         ACCOUNTING OFFICER)

                 *
- ---------------------------------------------
         WILLIAM M. BETHKE
         DIRECTOR

                 *
- ---------------------------------------------
         IRA J. KLEINMAN
         DIRECTOR

                 *
- ---------------------------------------------
         I. EDWARD PRICE
         DIRECTOR

                 *
- ---------------------------------------------
         KIYOFUMI SAKAGUCHI
         DIRECTOR


                                      C-6




LOGO PRUDENTIAL                      PRUCO LIFE INSURANCE COMPANY
                                     Phoenix, Arizona 85014
                                     A STOCK COMPANY SUBSIDIARY OF
                                     The Prudential Insurance Company of America


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

                                   ENDORSEMENT

AN ENDORSEMENT TO PROVIDE PROTECTED VALUE PROVISIONS

This Endorsement is part of the contract to which it is attached and is
effective upon the issuance of this Endorsement. In the case of a conflict with
any provision in the contract, the provisions of this Endorsement will control.

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

The following new section is hereby added to the contract.

                                 PROTECTED VALUE

The Protected Value is the amount which is:

     1.   applied to the guaranteed annuity purchase rates to produce the
          Guaranteed Minimum Income Benefit ("GMIB"); or

     2.   applied to provide a Guaranteed Minimum Death Benefit ("GMDB") for
          your beneficiaries.

The Protected Value is calculated daily and, subject to the restrictions
described below, is equal to the greater of (1) and (2), where:

          (1)  is the "Roll-Up'. The Roll-Up is equal to the total invested
               purchase payments made increased daily at an effective annual
               interest rate of 5% starting on the date that each invested
               purchase payment is made, until the cap is reached ("Roll-Up
               Cap"), and is proportionally reduced by the effect of
               withdrawals. The Roll-Up Cap is equal to the sum of two times
               each invested purchase payment and is proportionally reduced by
               the effect of withdrawals. Once the Roll-Up Cap is reached, the
               Roll-Up will be increased by subsequent invested purchase
               payments and proportionally reduced by the effect of withdrawals;
               and

          (2)  is the "Step-Up". Before the first Contract Anniversary, the
               Step-Up is the initial invested purchase payment increased by
               subsequent invested purchase payments and proportionally reduced
               by the effect of withdrawals. The Step-Up on each Contract
               Anniversary will be reset to the greater of the previous Step-Up
               and the contract fund as of such Contract Anniversary. 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 next following the sole or
older Annuitant's 80th birthday, we stop increasing the Protected Value, except
by subsequent invested purchase payments made on or after such Contract
Anniversary. This means that we do not increase the Roll-Up by the effective
annual interest rate and we do not increase the Step-Up by any appreciation in
the contract fund. But when you make a withdrawal on or after such Contract
Anniversary, we still reduce the Protected Value proportionally by the effect of
that withdrawal.

Where the words "proportionally reduced by the effect of withdrawals" are used
in this Endorsement, the withdrawal reduces those values in the same proportion
as it reduces the contract fund. We calculate the proportion by dividing the
contract fund after the withdrawal (including withdrawal charges) by the
contract fund immediately prior to the withdrawal. The resulting percentage is
multiplied by the applicable values (before the withdrawal) in determining the
Protected Value.


ORD 99168

                                     Page 1

<PAGE>


Because we do not impose a new Waiting Period under the GMIB section of this
Endorsement for each subsequent purchase payment, we reserve the right to limit
subsequent purchase payments if we discover that, by the timing of your purchase
payments and withdrawals, your Protected Value is increasing in ways that are
not intended by this Endorsement. In determining whether to limit purchase
payments, we will look at purchase payments which are disproportionately larger
than the initial purchase payment and other actions that may artificially
increase the Protected Value.

The current "PAYOUT PROVISIONS" section of the Contract is hereby designated
Part 1, and the following new section is hereby added to the "PAYOUT PROVISIONS"
section of the Contract as Part 2, for contract owners electing the GMIB:

                        GUARANTEED MINIMUM INCOME BENEFIT

The GMIB is a feature providing for the option to receive a guaranteed minimum
income benefit with payments for life with A period certain. The GMIB feature
must be elected when you purchase your contract. The calculation of the GMIB
payout amount is described below. You may exercise the GMIB payout option after
the Waiting Period. The Exercise Periods run for 30 days and begin on each
Contract Anniversary after the Waiting Period ends.

GMIB PAYOUT AMOUNT: After first deducting charges for any applicable taxes
attributable to premiums, the GMIB payout amount will equal the greater of:

     1    the Protected Value as of the date the exercise of the GMIB payout
          option is effective applied to the guaranteed annuity purchase rates
          and based on the period certain as described below; and

     2.   the contract fund as of the date the exercise of the GMIB payout
          option is effective applied to the current annuity purchase rates then
          in use and based on the period certain as described below.

GUARANTEED ANNUITY PURCHASE RATES: The guaranteed annuity purchase rates are
attached to this Endorsement and are based on 1. and 2., below:

     1.   the Guaranteed Interest Rate

     The guaranteed interest rate used to calculate the guaranteed annuity
     purchase rates is based on the Contract Anniversary immediately preceding
     the date the exercise of the GMIB payout option is effective:

  Contract Anniversary                        Guaranteed Interest Rate
  --------------------                        ------------------------
        10-14                                             3.0%
         15 +                                             3.5%

     2.   the Guaranteed Mortality Rate

     The guaranteed mortality rate used to calculate the guaranteed annuity
     purchase rates is based on the Annuity 2000 valuation mortality table, with
     two-year age setbacks, ten-year generational setback and projected
     mortality improvements (modified Scale G).

GMIB ANNUITY PAYOUT OPTIONS:

There are two GMIB annuity payout options available:

OPTION 1: SINGLE LIFE PAYOUT OPTION: We will make monthly payments for as long
as the Annuitant lives, with payments for a period certain. No payments are due
after the death of the Annuitant or, if later, the end of the period certain.

OPTION 2: JOINT LIFE PAYOUT OPTION: In the Case of an Annuitant and
Co-Annuitant, we will make monthly payments for A period certain and after that
during the joint lifetime of the Annuitant and Co-Annuitant. Upon the death of
the Annuitant or Co-Annuitant, payments will continue during the remaining
lifetime of the survivor at 100% of the original monthly payment if the survivor
is the Annuitant and 50% of the original monthly payment if the survivor is the
Co-Annuitant. No payments are due after the death of the survivor of the
Annuitant and Co-Annuitant or, if later, the end of the period certain.

ORD 99168

                                     Page 2

<PAGE>

There is no right of withdrawal under either payout option. Other payout
frequencies may be available such as quarterly, semi-annually and annually.

The period certain for the GMIB is based on the Annuitant's age on the date the
exercise of the GMIB payout option is effective, as follows:

                Age                             Period Certain
                ---                             --------------
             80 or less                             10
                81                                   9
                82                                   8
                83                                   7
                84                                   6
              85-90                                  5

EXERCISE OF THE GMIB PAYOUT OPTION: You may exercise the GMIB payout option by
contacting us at the Annuity Service Center. We will provide you with the
necessary forms and inform you of any other information that we require for you
to exercise this option. The exercise of the GMIB payout option will be
effective when we receive all documentation and other information that we need
at the Annuity Service Center during the Exercise Period. The Exercise Period
for the GMIB payout option begins on any Contract Anniversary Date after the end
of the applicable Waiting Period, shown below. Such Exercise Period ends 30 days
after that Contract Anniversary Date, but no later than the Contract Anniversary
following the Annuitant's age 90.

WAITING PERIOD: The Waiting Period is as follows:

Annuitant's Issue Age          Contract Anniversary on which Waiting Period Ends
- ---------------------          -------------------------------------------------
      0-45                                             15
       46                                              14
       47                                              13
       48                                              12
       49                                              11
     50-70                                             10

GMIB FEE: To compensate us for assuming the risks associated with the GMIB, we
charge an annual GMIB fee. The fee is equal to 0.25% of the average daily
Protected Value and is deducted: 1) on each Contract Anniversary; 2) on
revocation of the GMIB; 3) upon choice of an option under Part 1 of the "Payout
Provisions" section of the contract; 4) upon a full withdrawal; and 5) upon a
partial withdrawal if the contract fund remaining after such partial withdrawal
is not enough to cover the then applicable GMIB fee. The fee is pro-rated based
on the portion of the Contract Year for which the GMIB was in effect.

The fee is withdrawn from each investment option in the same proportion that the
value of the contract fund allocated to an investment option bears to the total
contract fund. Upon a full withdrawal or if the contract fund remaining after a
partial withdrawal is not enough to cover the then applicable GMIB fee, the GMIB
fee is deducted from the amount paid.

No GMIB fee is charged after the Annuity Date, exercise of the GMIB payout
option or revocation of the GMIB option.

REVOCATION OF THE GUARANTEED MINIMUM INCOME BENEFIT: Your election of the GMIB
is revocable at any time after the seventh Contract Anniversary and prior to the
date on which the exercise of the GMIB payout option is effective. We must
receive a written notice to discontinue this benefit. The benefit will be
discontinued effective as of the date written notice is received by us at the
Annuity Service Center. Once the benefit has been discontinued, it may not be
elected again.

OTHER GMIB PROVISIONS: If a Co-Annuitant becomes the Annuitant due to the death
of the Annuitant: 1) the Waiting Period will be based on the age of the original
Annuitant at issue; and 2) the payout amount and period certain under Option 1
will be based on the Co-Annuitant's age on the date the exercise of the GMIB
payout option is effective.

ORD 99168

                                     Page 3


<PAGE>

The following section replaces and supersedes the "DEATH OF ANNUITANT BEFORE
ANNUITY DATE" section of the Contract.

                        GUARANTEED MINIMUM DEATH BENEFIT

DEATH OF ANNUITANT BEFORE ANNUITY DATE

If A sole or last surviving Annuitant dies before the Annuity Date, the death
benefit payable to your beneficiary will be as described below.

     1.   THE SOLE OR OLDER ANNUITANT IS UNDER AGE 80 UPON THE ISSUANCE OF THE
          CONTRACT:

          Upon receipt of due proof of death and any other documentation we
          need, the beneficiary is entitled to receive a death benefit equal to
          the greater of:

                    (a)  the contract fund as of the date we receive due proof
                         of death and any other documentation we need; and

                    (b)  the Protected Value as of the date we receive due proof
                         of death and any other documentation we need.

     2.   The SOLE OR OLDER ANNUITANT IS AGE 80 OR OVER UPON THE ISSUANCE OF THE
          CONTRACT:

          Upon receipt of due proof of death and any other documentation we
          need, the beneficiary is entitled to receive a death benefit equal to
          the greater of:

                    (a)  the contract fund as of the date we receive due proof
                         of death and any other documentation we need; and

                    (b)  the initial invested purchase payment increased by
                         subsequent invested purchase payments and
                         proportionally reduced by the effect of withdrawals.

ABILITY TO CHANGE ANNUITANTS: You may not change an Annuitant or Co-Annuitant
and may add or remove an Annuitant or Co-Annuitant only with our prior approval.

Except as modified herein, all terms and conditions of the Contract remain
unchanged.

Signed for Pruco Life Insurance Company





       CLIFFORD E. KIRSCH                    ESTHER H. MILNES
       ------------------                    ----------------
           Secretary                            President

ORD 99168

                                     Page 4

<PAGE>

                        GUARANTEED ANNUITY PURCHASE RATES
- --------------------------------------------------------------------------------

                      Monthly Annuity Payment per $1000 of
                   Protected Value, when Annuitization Occurs
                          in Years 10 through 14, Life
                        Annuity with 120 Payments Certain


  Adjusted
    Age                             Male                           Female
  --------                         ------                          ------
    60                             $4.56                           $4.24
    61                              4.66                            4.32
    62                              4.76                            4.41
    63                              4.87                            4.50
    64                              4.98                            4.60
    65                              5.10                            4.71
    66                              5.23                            4.82
    67                              5.36                            4.94
    68                              5.49                            5.06
    69                              5.64                            5.19
    70                              5.78                            5.33
    71                              5.94                            5.48
    72                              6.10                            5.63
    73                              6.26                            5.79
    74                              6.43                            5.96
    75                              6.60                            6.14


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

                          TRANSLATION OT ADJUSTED AGE*

Calendar Year in Which First
   Annuity Payment is Due                              Adjusted Age
- -----------------------------                          ------------
      Prior to 2010                                      Actual Age
    2010 Through 2019                                Actual Age minus 1
    2020 Through 2029                                Actual Age minus 2
    2030 Through 2039                                Actual Age minus 3
    2040 Through 2049                                Actual Age minus 4
    2050 Through 2059                                Actual Age minus 5
    2060 Through 2069                                Actual Age minus 6
    2070 Through 2079                                Actual Age minus 7
    2080 Through 2089                                Actual Age minus 8
    2090 Through 2099                                Actual Age minus 9

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

             Monthly Annuity Payment per $1000 of Protected Value,
                  when Annuitization Occurs in Years 15+, Life
                        Annuity with 120 Payments Certain

        Adjusted
          Age                          Male                 Female
        --------                      -----                 ------
          41                          $3.71                 $3.56
          42                           3.75                  3.59
          43                           3.79                  3.63
          44                           3.83                  3.66
          45                           3.87                  3.70
          46                           3.92                  3.73
          47                           3.97                  3.77
          48                           4.02                  3.81
          49                           4.07                  3.86
          50                           4.12                  3.90
          51                           4.18                  3.95
          52                           4.24                  4.00
          53                           4.30                  4.06
          54                           4.37                  4.11
          55                           4.44                  4.17
          56                           4.51                  4.23
          57                           4.59                  4.30
          58                           4.67                  4.37
          59                           4.76                  4.44
          60                           4.85                  4.52
          61                           4.94                  4.61
          62                           5.04                  4.69
          63                           5.15                  4.78
          64                           5.26                  4.88
          65                           5.38                  4.99
          66                           5.50                  5.10
          67                           5.63                  5.21
          68                           5.77                  5.34
          69                           5.91                  5.47
          70                           6.06                  5.60
          71                           6.21                  5.75
          72                           6.37                  5.90
          73                           6.53                  6.06
          74                           6.70                  6.23
          75                           6.87                  6.41

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

* EXAMPLE: You are a female and you annuitize your Protected Value in 2025,
  upon your 23rd Contract Anniversary, when your Actual Age is 55. Then your
  Adjusted Age is 53 and you would receive $4.06 per month, per $1,000 of
  Protected Value.

For annuitants of attained age 81 or more, the certain period is less than 10
years. We will calculate annuities for other certain periods using the same
interest and mortality assumptions as in this table.


ORD 99168

                                     Page 5




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission