Pruco Life Variable Contract Real Property Account 10-Q 2008 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 033-08698

PRUCO LIFE INSURANCE COMPANY

in respect of

PRUCO LIFE VARIABLE CONTRACT
REAL PROPERTY ACCOUNT

(Exact name of registrant as specified in its charter)

Arizona	22-1944557
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

213 Washington Street, Newark, New Jersey 07102-2992

(Address of principal executive offices) (Zip Code)

(973) 802-6000

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESþ      NOo

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero Accelerated filero Non-accelerated filerþ
(Do not check if a smaller reporting company) Smaller reporting companyo

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YESo       NOþ

PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT
(Registrant)

INDEX

			Page
Forward Looking Statement Disclosure				3
Part I – Financial Information
Item 1.	Financial Statements (Unaudited)
A.	PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT
		Statements of Net Assets — June 30, 2008 and December 31, 2007		4
		Statements of Operations — Six and Three Months Ended June 30, 2008 and 2007		4
		Statements of Changes in Net Assets — Six and Three Months Ended June 30, 2008 and 2007		4
		Notes to the Financial Statements of the Real Property Account		5
B.	THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
		Consolidated Statements of Assets and Liabilities — June 30, 2008 and December 31, 2007		10
		Consolidated Statements of Operations — Six and Three Months Ended June 30, 2008 and 2007		11
		Consolidated Statements of Changes in Net Assets-Six Months Ended June 30, 2008 and 2007		12
		Consolidated Statements of Cash Flows — Six Months Ended June 30, 2008 and 2007		13
		Consolidated Schedules of Investments — June 30, 2008 and December 31, 2007		14
		Notes to Consolidated Financial Statements of the Partnership		16
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			35
Item 4.	Controls and Procedures			36
Part II – Other Information
Item 1A.	Risk Factors			36
Item 4.	Submission of Matters to a Vote of Security Holders			36
Item 6.	Exhibits			36
Signatures				37

2

Forward-Looking Statement Disclosure

Certain of the statements included in this Quarterly Report on Form 10-Q, including but not limited to those in Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “includes,” “plans,” “assumes,” “estimates,” “projects,” “intends,” “should,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Pruco Life Insurance Company, or the “Company”, or the Pruco Life Variable Contract Real Property Account, or the “Real Property Account”. There can be no assurance that future developments affecting the Company and the Real Property Account will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (1) general economic, market and political conditions, including the performance and fluctuations of fixed income, equity, real estate and other financial markets; (2) interest rate fluctuations; (3) re-estimates of our reserves for future policy benefits and claims; (4) differences between actual experience regarding mortality, morbidity, persistency, surrender experience, interest rates, or market returns and the assumptions we use in pricing our products, establishing liabilities and reserves or for other purposes; (5) changes in our assumptions related to deferred policy acquisition costs and valuation of business acquired; (6) changes in our claims-paying or credit ratings; (7) investment losses and defaults; (8) competition in our product lines and for personnel; (9) changes in tax law; (10) regulatory or legislative changes; (11) adverse determinations in litigation or regulatory matters and our exposure to contingent liabilities, including in connection with our divestiture or winding down of businesses; (12) domestic or international military actions, natural or man-made disasters including terrorist activities or pandemic disease, or other events resulting in catastrophic loss of life; (13) ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; (14) effects of acquisitions, divestitures and restructurings, including possible difficulties in integrating and realizing the projected results of acquisitions; and (15) changes in statutory or accounting principles generally accepted in the United States of America, or “U.S. GAAP”, accounting principles, practices or policies. The Company and the Real Property Account do not intend, and are under no obligation, to update any particular forward-looking statement included in this document. See “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2007 for discussion of certain risks relating to the operation of the Partnership and investment in our securities.

3

FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT

STATEMENTS OF NET ASSETS
June 30, 2008 and December 31, 2007
	June 30, 2008
	(unaudited)			December 31, 2007
ASSETS
Investment in The Prudential Variable Contract Real Property Partnership	$	138,674,501		$	136,056,513
Net Assets	$	138,674,501		$	136,056,513
NET ASSETS,representing:
Equity of contract owners	$	94,649,305		$	93,366,283
Equity of Pruco Life Insurance Company		44,025,196			42,690,230
	$	138,674,501		$	136,056,513
Units outstanding		42,690,509			42,556,464
Portfolio shares held		3,722,570			3,722,570
Portfolio net asset value per share	$	37.25		$	36.55
STATEMENTS OF OPERATIONS For the six and three months ended June 30, 2008 and 2007
		1/1/2008-6/30/2008			1/1/2007-6/30/2007			4/1/2008-6/30/2008			4/1/2007-6/30/2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
INVESTMENT INCOME
Net investment income from Partnership operations	$	3,324,073		$	3,137,706		$	1,539,791		$	1,657,043
EXPENSES
Charges to contract owners for assuming mortality risk and expense risk and for administration		282,513			275,356			142,017			138,752
NET INVESTMENT INCOME		3,041,560			2,862,350			1,397,774			1,518,291
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net change in unrealized gain (loss) on investments in Partnership		(706,085	)		3,146,101			(325,698	)		2,086,093
Net realized gain (loss) on sale of investments in Partnership		0			418,394			0			226,118
NET GAIN (LOSS) ON INVESTMENTS		(706,085	)		3,564,495			(325,698	)		2,312,211
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	2,335,475		$	6,426,845		$	1,072,076		$	3,830,502
STATEMENTS OF CHANGES IN NET ASSETS For the six and three months ended June 30, 2008 and 2007
		1/1/2008-6/30/2008			1/1/2007-6/30/2007			4/1/2008-6/30/2008			4/1/2007-6/30/2007
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
OPERATIONS
Net investment income	$	3,041,560		$	2,862,350		$	1,397,774			1,518,291
Net change in unrealized gain (loss) on investments in Partnership		(706,085	)		3,146,101			(325,698	)		2,086,093
Net realized gain (loss) on sale of investments in Partnership		0			418,394			0			226,118
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		2,335,475			6,426,845			1,072,076			3,830,502
CAPITAL TRANSACTIONS
Net contributions (withdrawals) by contract owners		(228,400	)		(1,444,529	)		445,692			(623,093	)
Net contributions (withdrawals) by Pruco Life Insurance Company		510,913			1,719,885			(303,675	)		761,845
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS		282,513			275,356			142,017			138,752
TOTAL INCREASE (DECREASE) IN NET ASSETS		2,617,988			6,702,201			1,214,093			3,969,254
NET ASSETS
Beginning of period		136,056,513			126,078,281			137,460,408			128,811,228
End of period	$	138,674,501		$	132,780,482		$	138,674,501		$	132,780,482

The accompanying notes are an integral part of these financial statements.

4

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE VARIABLE CONTRACT REAL PROPERTY ACCOUNT
June 30, 2008
(Unaudited)

Note 1: General

Pruco Life Variable Contract Real Property Account (the “Account”) was established on August 27, 1986 and commenced business September 5, 1986. Pursuant to Arizona law, the Account was established as a separate investment account of Pruco Life Insurance Company (“Pruco Life”), a wholly-owned subsidiary of the Prudential Insurance Company of America (“Prudential”), an indirect wholly-owned subsidiary of Prudential Financial, Inc. (“PFI”) and is registered under the Securities Act of 1933, as amended. The assets of the Account are segregated from Pruco Life’s other assets. The Account is used to fund benefits under certain variable life insurance and variable annuity contracts issued by Pruco Life. These products are Appreciable Life (“VAL”), Variable Life (“VLI”), Discovery Plus (“SPVA”) and Discovery Life Plus (“SPVL”).

The assets of the Account are invested in The Prudential Variable Contract Real Property Partnership (the “Partnership”). The Partnership is the investment vehicle for assets allocated to the real estate investment option under certain variable life insurance and annuity contracts. The Account, along with The Prudential Variable Contract Real Property Account and the Pruco Life of New Jersey Variable Contract Real Property Account, are the sole investors in the Partnership. These financial statements should be read in conjunction with the financial statements of the Partnership.

The Partnership has a policy of investing at least 65% of its assets in direct ownership interests in income-producing real estate and participating mortgage loans.

Note 2: Summary of Significant Accounting Policies and Pronouncements

A. Basis of Accounting

The accompanying financial statements are prepared in conformity with U.S. GAAP. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

The interim financial data as of June 30, 2008 and for the six and three months ended June 30, 2008 and 2007 is unaudited; however, in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

In September 2006, the staff of the U.S. Securities and Exchange Commission, or “SEC”, issued Staff Accounting Bulletin, or “SAB”, No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” The interpretations in this SAB express the staff’s views regarding the process of quantifying financial statement misstatements. Specifically, the SEC staff believes that registrants must quantify the impact on current period financial statements of correcting all misstatements, including both those occurring in the current period and the effect of reversing those that have accumulated from prior periods. This SAB must be applied beginning with the first fiscal year ending after November 15, 2006, with early adoption encouraged. Since the Account’s method for quantifying financial statement misstatements already considers those occurring in the current period and the effect of reversing those that have accumulated from prior periods, the adoption of SAB No. 108 had no effect on the financial position and result of operations of the Account.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This Statement does not require any new fair value measurements, but the application of this Statement could change current practices in determining fair value. The Account adopted this guidance effective January 1, 2008. The adoption of SFAS No. 157 has no effect on the Account’s financial position and results of operations. See Note 9 for more information on SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This statement provides companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Account adopted this guidance effective January 1, 2008. The Account did not make a fair value option election for its existing debt. The adoption of SFAS No. 159 has no effect on the Account’s financial position and results of operations.

5

B. Investment in Partnership Interest

The investment in the Partnership is based on the Account’s proportionate interest of the Partnership’s market value. At June 30, 2008 and December 31, 2007 the Account’s interest in the Partnership was 55.1% or 3,722,570 shares. Properties owned by the Partnership are illiquid and based on estimated fair value as discussed in the notes to the Partnership’s audited financial statements.

C. Income Recognition

Net investment income and realized and unrealized gains and losses are recognized daily. Amounts are based upon the Account’s proportionate interest in the Partnership.

D. Equity of Pruco Life Insurance Company

Pruco Life maintains a position in the Account for liquidity purposes, including unit purchases and redemptions, Partnership share transactions, and expense processing. The position does not have an effect on the contract owners’ accounts or the related unit values.

Note 3: Charges and Expenses

A. Mortality Risk and Expense Risk Charges

Mortality risk and expense risk charges are determined daily using an effective annual rate of 0.6%, 0.35%, 0.9% and 0.9% for VAL, VLI, SPVA and SPVL, respectively. Mortality risk is the risk that life insurance contract owners may not live as long as estimated or annuitants may live longer than estimated and expense risk is the risk that the cost of issuing and administering the policies may exceed related charges by Pruco Life. The mortality risk and expense risk charges are assessed through reduction in unit values.

B. Administrative Charges

Administrative charges are determined daily using an effective annual rate of 0.35% applied daily against the net assets representing equity of contract owners held in each subaccount for SPVA and SPVL. Administrative charges include costs associated with issuing the contract, establishing and maintaining records, and providing reports to contract owners. The administrative charge is assessed through reduction in unit values.

C. Cost of Insurance and Other Related Charges

Contract owner contributions are subject to certain deductions prior to being invested in the Account. The deductions for VAL and VLI are (1) state premium taxes; (2) sales charges, not to exceed 5% for VAL and 9% for VLI, which are deducted in order to compensate Pruco Life for the cost of selling the contract and (3) transaction costs, applicable to VAL, which are deducted from each premium payment to cover premium collection and processing costs. Contracts are subject to charges on each basic premium for assuming a guaranteed minimum death benefit risk. This charge compensates Pruco Life for the risk that an insured may die at a time when the death benefit exceeds the benefit that would have been payable in the absence of a minimum guarantee. These charges are assessed through the redemption of units.

D. Deferred Sales Charge

A deferred sales charge is imposed upon the surrender of certain variable life insurance contracts to compensate Pruco Life for sales and other marketing expenses. The amount of any sales charge will depend on the number of years that have elapsed since the contract was issued but will not exceed 45% of one scheduled annual premium for VAL contracts and 9% of the initial premium payment for SPVL. No sales charge will be imposed after the sixth and tenth year of the contract for SPVL and VAL, respectively. No sales charge will be imposed on death benefits. This deferred sales charge is assessed through the redemption of units.

E. Partial Withdrawal Charge

A charge is imposed by Pruco Life on partial withdrawals of the cash surrender value for VAL. A charge equal to the lesser of $15 or 2% will be made in connection with each partial withdrawal of the cash surrender value of a contract. This charge is assessed through the redemption of units.

6

Note 4: Taxes

Pruco Life is taxed as a “life insurance company”, as defined by the Internal Revenue Code. The results of operations of the Account form a part of PFI’s consolidated federal tax return. Under current federal law, no federal income taxes are payable by the Account. As such, no provision for the tax liability has been recorded in these financial statements.

Note 5: Net Withdrawals by Contract Owners

Net contract owner withdrawals for the real estate investment option in Pruco Life’s variable insurance and variable annuity products for the six months ended June 30, 2008 and 2007, were as follows:

	Six Months Ended June 30,
	(Unaudited)
	2008			2007
VAL	$	149,687		$	(1,231,855	)
VLI		(189,909	)		(70,981	)
SPVA		(43,978	)		(2,252	)
SPVL		(144,200	)		(139,441	)
TOTAL	$	(228,400	)	$	(1,444,529	)

Note 6: Partnership Distributions

As of June 30, 2008, the Partnership had made no current year distributions. For the year ended December 31, 2007, the Partnership made no distributions.

Note 7: Unit Information

Outstanding units and unit values at June 30, 2008 and December 31, 2007 were as follows:

	June 30, 2008	December 31, 2007
	(Unaudited)
Units Outstanding:	42,690,509	42,556,464
Unit Value:	2.84596 to 3.45469	2.80966 to 3.39532

Note 8: Financial Highlights

The range of total return for the six months ended June 30, 2008 and 2007 was as follows:

	Six Months Ended
	June 30,
	(Unaudited)
	2008	2007
Total Return	1.29% to 1.75%	4.67% to 5.13%

7

Note 9: Fair Value Disclosure

SFAS No. 157 establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1 — Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities. These generally provide the most reliable evidence and should be used to measure fair value whenever available.

Level 2 — Fair value is based on inputs, other than Level 1 inputs, that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability through corroboration with observable market data.

Level 3 — Fair value is based on significant unobservable inputs for the asset or liability. These inputs reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.

The investment in the Partnership is based on the Account’s proportionate interest of the Partnership’s fair value which approximates the Partnership’s net asset value. Properties owned by the Partnership are illiquid and based on estimated fair value from property appraisal reports prepared by independent real estate appraisers as discussed in the notes to the Partnership’s audited financial statements.

The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. In the reconciliation of these three approaches, the one most heavily relied upon is the one then recognized as the most appropriate by the independent appraiser for the type of real estate in the market.

In general, the input values used in the appraisal process are unobservable, therefore unless indicated otherwise; real estate investments and debt are classified as Level 3 under SFAS157 fair value hierarchy. The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

8

Table 1:

	($ in 000’s)
			Quoted Prices in		Significant
	Amounts		Active Markets		Other		Significant
	Measured at Fair		for Identical		Observable		Unobservable
	6/30/2008		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Assets:
Investment in The Prudential Variable Contract Real Property Partnership	$	138,674	$	—	$	—	$	138,674
Total Assets	$	138,674	$	—	$	—	$	138,674

Table 2:

	($ in 000’s)
	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)
	Investment in
	The Prudential
	Variable Contract
	Real Property
	Partnership			Total
Beginning balance @ 12/31/07	$	136,056		$	136,056
Total gains or losses (realized/unrealized) included in earnings (or changes in net assets) from Partnership operations		(706	)		(706	)
Net Investment Income from Partnership operations		3,324			3,324
Acquisition/Additions		—			—
Equity Income		—			—
Distributions		—			—
Ending balance @ 6/30/08	$	138,674		$	138,674
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date relating to assets still held at the reporting date	$	(706	)	$	(706	)

9

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

	June 30, 2008
	(Unaudited)		December 31, 2007
ASSETS
REAL ESTATE INVESTMENTS – At estimated fair value:
Real estate and improvements (cost: 06/30/2008 – $239,375,204; 12/31/2007 – $233,233,775)	$	256,961,712	$	251,161,712
Real estate partnerships and preferred equity investments (cost: 06/30/2008 – $14,492,329;
12/31/2007 – $14,523,934)		13,907,735		14,523,934
Other real estate investments (cost: 06/30/2008 – $3,419,073; 12/31/2007 – $3,232,341)		3,419,073		3,232,341
Total real estate investments	$	274,288,520	$	268,917,987
CASH AND CASH EQUIVALENTS		23,545,060		18,215,871
OTHER ASSETS, NET		3,939,485		3,033,040
Total assets	$	301,773,065	$	290,166,898
LIABILITIES & PARTNERS’ EQUITY
INVESTMENT LEVEL DEBT	$	38,288,213	$	32,121,712
ACCOUNTS PAYABLE AND ACCRUED EXPENSES		2,631,082		2,184,812
DUE TO AFFILIATES		883,055		901,371
OTHER LIABILITIES		825,805		920,454
MINORITY INTEREST		7,357,748		7,004,790
Total liabilities		49,985,903		43,133,139
COMMITMENTS AND CONTINGENCIES
PARTNERS’ EQUITY		251,787,162		247,033,759
Total liabilities and partners’ equity	$	301,773,065	$	290,166,898
NUMBER OF SHARES OUTSTANDING AT END OF PERIOD		6,758,960		6,758,960
SHARE VALUE AT END OF PERIOD	$	37.25	$	36.55

The accompanying notes are an integral part of these consolidated financial statements.

10

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Six Months Ended June 30,						For the Three Months Ended June 30,
	2008			2007			2008			2007
INVESTMENT INCOME:
Revenue from real estate and improvements	$	15,209,440		$	13,207,476		$	7,594,780		$	6,719,243
Equity in income of real estate partnerships		509,865			627,648			209,416			328,268
Income from other real estate investments		186,732			185,706			93,366			93,366
Interest on short-term investments		231,379			953,257			107,136			421,582
Total investment income		16,137,416			14,974,087			8,004,698			7,562,459
INVESTMENT EXPENSES:
Operating		3,477,527			3,382,865			1,753,917			1,658,885
Investment management fee		1,731,170			1,640,443			869,648			829,811
Real estate taxes		1,481,620			1,054,609			746,774			542,724
Administrative		2,527,907			2,037,531			1,416,779			1,053,062
Interest expense		958,671			1,129,113			516,518			451,192
Minority interest		(74,900	)		32,487			(94,691	)		18,144
Total investment expenses		10,101,995			9,277,048			5,208,945			4,553,818
NET INVESTMENT INCOME		6,035,421			5,697,039			2,795,753			3,008,641
REALIZED AND UNREALIZED GAIN (LOSS) ON REAL ESTATE INVESTMENTS:
Net proceeds from real estate investments sold		—			18,353,122			—			3,703,880
Less: Cost of real estate investments sold		—			18,973,800			—			7,687,109
Realization of prior years’ unrealized gain (loss) on real estate investments sold		—			(1,380,344	)		—			(4,361,986	)
NET GAIN (LOSS) REALIZED ON REAL ESTATE INVESTMENTS SOLD		—			759,666			—			378,757
Change in unrealized gain (loss) on real estate investments		(926,021	)		6,068,665			(309,944	)		4,050,646
Less: Minority interest in unrealized gain (loss) on real estate investments		355,997			356,386			281,416			231,189
Net unrealized gain (loss) on real estate investments		(1,282,018	)		5,712,279			(591,360	)		3,819,457
NET REALIZED AND UNREALIZED GAIN (LOSS) ON REAL ESTATE INVESTMENTS		(1,282,018	)		6,471,945			(591,360	)		4,198,214
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	4,753,403		$	12,168,984		$	2,204,393		$	7,206,855

The accompanying notes are an integral part of these consolidated financial statements.

11

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

	For the Six Months Ended June 30,
	2008			2007
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income	$	6,035,421		$	5,697,039
Net gain (loss) realized on real estate investments sold		—			759,666
Net unrealized gain (loss) from real estate investments		(1,282,018	)		5,712,279
Increase (decrease) in net assets resulting from operations		4,753,403			12,168,984
NET ASSETS – Beginning of period		247,033,759			228,916,584
NET ASSETS – End of period	$	251,787,162		$	241,085,568

The accompanying notes are an integral part of these consolidated financial statements.

12

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets from operations	$	4,753,403		$	12,168,984
Adjustments to reconcile net increase in net assets to net cash from operating activities Net realized and unrealized loss (gain)		1,282,018			(6,471,945	)
Amortization of deferred financing costs		36,283			250,414
Distributions in excess of (less than) equity in income of real estate partnerships’ operations		31,609			(60,056	)
Minority interest in consolidated partnerships		(74,900	)		32,487
Bad debt expense		33,044			60,927
(Increase) Decrease in accrued interest included in other real estate investments		(186,732	)		(185,706	)
(Increase) decrease in:
Other assets		(975,772	)		439,757
Increase (decrease) in:
Accounts payable and accrued expenses		446,270			1,142,111
Due to affiliates		(18,318	)		55,330
Other liabilities		(94,649	)		(66,531	)
Net cash flows from (used in) operating activities		5,232,256			7,365,772
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from real estate investments sold		—			18,353,122
Acquisition of real estate and improvements		—			(22,706,166	)
Additions to real estate and improvements		(6,141,430	)		(1,044,138	)
Net cash flows from (used in) investing activities		(6,141,430	)		(5,397,182	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from investment level debt		22,005,985			—
Principal payments on investment level debt		(15,839,484	)		(289,546	)
Contributions from minority interest partners		80,000			—
Distributions to minority interest partners		(8,138	)		—
Net cash flows from (used in) financing activities		6,238,363			(289,546	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		5,329,189			1,679,044
CASH AND CASH EQUIVALENTS – Beginning of period		18,215,871			33,399,532
CASH AND CASH EQUIVALENTS – End of period	$	23,545,060		$	35,078,576
DISCLOSURE OF SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	813,368		$	878,699

The accompanying notes are an integral part of these consolidated financial statements.

13

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED SCHEDULE OF INVESTMENTS

			2008 Total Rentable
			Square Feet			June 30, 2008
			Unless Otherwise			(unaudited)				December 31, 2007
	June 30, 2008		Indicated					Estimated Fair				Estimated Fair
Property Name	Ownership	City, State	(Unaudited)			Cost		Value		Cost		Value
OFFICES
750 Warrenville	WO	Lisle, IL		103,193		$	24,649,581	$	10,500,000	$	24,512,521	$	11,500,000
Summit @ Cornell Oaks	WO	Beaverton , OR		72,109			12,403,057		12,600,000		12,401,252		13,800,000
Westpark	WO	Nashville, TN		97,199			11,347,623		13,100,000		11,323,885		13,100,000
Financial Plaza	WO	Brentwood, TN		98,049			12,371,092		13,700,000		12,371,092		13,700,000
		Offices % as of 6/30/08		20	%		60,771,353		49,900,000		60,608,750		52,100,000
APARTMENTS
Brookwood Apartments	WO	Atlanta, GA	240 Units				19,647,849		20,400,000		19,548,293		20,200,000
Dunhill Trace Apartments	WO	Raleigh, NC	250 Units				16,394,100		20,200,000		16,375,037		19,800,000
Broadstone Crossing	WO	Austin, TX	225 Units				22,725,427		27,300,000		22,723,849		27,100,000
The Reserve At Waterford Lakes	WO	Charlotte, NC	140 Units				13,604,939		13,500,000		13,535,450		13,500,000
		Apartments % as of 6/30/08		32	%		72,372,315		81,400,000		72,182,629		80,600,000
RETAIL
King’s Market	WO	Rosewell, GA		314,358			37,892,171		24,000,000		37,883,222		24,700,000
Hampton Towne Center	WO	Hampton, VA		174,540			18,055,021		27,800,000		18,050,090		26,500,000
White Marlin Mall	CJV	Ocean City, MD		186,016			21,864,705		29,500,000		17,016,325		23,900,000
Westminster Crossing East, LLC	CJV	Westminster, MD		89,890			12,406,433		17,861,712		12,405,500		17,861,712
Kansas City Portfolio	EJV	Kansas City, KS;MO		487,660			148,398		148,398		140,911		140,911
CARS Preferred Equity	PE	Various		N/A			14,343,931		13,759,337		14,383,023		14,383,023
Harnett Crossing	CJV	Dunn, NC		193,235			5,958,844		7,400,000		5,958,844		7,200,000
		Retail % as of 6/30/08		49	%		110,669,503		120,469,447		105,837,915		114,685,646
HOTEL
Portland Crown Plaza	CJV	Portland, OR	161 Rooms				10,054,362		19,100,000		9,128,415		18,300,000
		Hotel % as of 6/30/08		8	%		10,054,362		19,100,000		9,128,415		18,300,000
OTHER REAL ESTATE INVESTMENTS
Westminster East	Eloan	Westminster, MD					3,419,073		3,419,073		3,232,341		3,232,341
		Other Real Estate		1	%		3,419,073		3,419,073		3,232,341		3,232,341
		Investments % as of 6/30/08
Total Real Estate Investments as a Percentage of Net Assets as of 6/30/08				109	%	$	257,286,606	$	274,288,520	$	250,990,050	$	268,917,987

WO – Wholly Owned Investment
CJV – Consolidated Joint Venture
EJV – Joint Venture Investment accounted for under the equity method
PE – Preferred equity investments accounted for under the equity method
Eloan – Mezzanine loan accounted for under the equity method

The accompanying notes are an integral part of these consolidated financial statements.

14

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
CONSOLIDATED SCHEDULE OF INVESTMENTS

			June 30, 2008
			(unaudited)					December 31, 2007
					Estimated					Estimated
	Face Amount		Cost		Fair Value			Cost		Fair Value
CASH AND CASH EQUIVALENTS — Percentage of Net Assets						9.4	%				7.4	%
Federal Home Loan Bank, 0 coupon bond, July, 2008	$	13,855,000	$	13,855,000	$	13,855,000		$	2,065,813	$	2,065,813
Federal Home Loan Bank, 0 coupon bond, July, 2008		7,997,213		7,997,213		7,997,213			4,998,313		4,998,313
Federal Home Loan Bank, 0 coupon bond, May, 2008		N/A		—		—			9,997,633		9,997,633
Total Cash Equivalents				21,852,213		21,852,213			17,061,759		17,061,759
Cash				1,692,847		1,692,847			1,154,112		1,154,112
Total Cash and Cash Equivalents			$	23,545,060	$	23,545,060		$	18,215,871	$	18,215,871

The accompanying notes are an integral part of these consolidated financial statements.

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

Note 1:	Summary of Significant Accounting Policies and Pronouncements
	A.	Basis of Presentation- The accompanying unaudited consolidated financial statements of The Prudential Variable Contract Real Property Partnership (the “Partnership”) included herein have been prepared in accordance with the requirements of Form 10-Q and accounting principles generally accepted in the United States of America for interim financial information. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Operating results for the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ended December 31, 2008. For further information, refer to the audited consolidated financial statements and notes thereto included in each partner’s Annual Report on Form 10-K for the Year Ended December 31, 2007.
	B.	Management’s Use of Estimates in the Financial Statements —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
	C.	New Accounting Pronouncements- FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”), was issued in January 2003. In December 2003, FASB issued a revised interpretation of FIN 46 (FIN 46-R”) that supersedes FIN 46. FIN 46-R defers the effective date for applying the provisions of FIN46 for those companies currently accounting for their investments in accordance with the AICPA Audit and Accounting Guide, “Audits of Investment Companies” (the “Audit Guide”). The FASB is currently considering modifying FIN 46-R to provide an exception for companies that apply the Audit Guide. The Partnership is awaiting the final determination from the FASB in order to evaluate the extent in which, if any, its equity investments may need to be consolidated as a result of this FIN 46-R.
		In September 2006, the staff of the U.S. Securities and Exchange Commission, or “SEC”, issued Staff Accounting Bulletin, or “SAB”, No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” The interpretations in this SAB express the staff’s views regarding the process of quantifying financial statement misstatements. Specifically, the SEC staff believes that registrants must quantify the impact on current period financial statements of correcting all misstatements, including both those occurring in the current period and the effect of reversing those that have accumulated from prior periods. This SAB must be applied beginning with the first fiscal year ending after November 15, 2006, with early adoption encouraged. Since the Partnership’s method for quantifying financial statement misstatements already considers those occurring in the current period and the effect of reversing those that have accumulated from prior periods, the adoption of SAB No. 108 had no effect on the financial position and result of operations of the Partnership.
		The Partnership adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” an Interpretation of FASB Statement No. 109 as of January 1, 2007. This interpretation prescribes a comprehensive model for how a Partnership should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Partnership has taken or expects to take on a tax return. The adoption of FIN 48 had no effect to the financial position and result of operations of the Partnership.
		In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair value measurements. This statement does not require any new fair value measurements, but the application of this statement could change current practices in determining fair value. This adoption did not change the methodology used to fair value our real estate investments.

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

Note 1:	Summary of Significant Accounting Policies and Pronouncements (continued)
	C.	New Accounting Pronouncements (continued)
		In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This statement provides partnerships with an option to report selected financial assets and liabilities at fair value.
		SFAS No. 157 and SFAS No. 159 are effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership adopted SFAS No. 157 and SFAS No. 159 effective January 1, 2008, however, the Partnership did not make a fair value option election for its existing debt. The adoption does not have any effect on the Partnership’s consolidated financial position and results of operations. Please refer to Notes 1E and 2 for details.
		In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, FASB issued a final Staff Position indefinitely deferring the effective date and prohibiting early adoption of SOP 07-1 while addressing implementation issues.
	D.	Real Estate Investments —Real estate investments are shown at estimated fair value. The costs of properties owned are initially recorded at the purchase price plus closing costs. Development costs and major renovations are capitalized as a component of cost, and routine maintenance and repairs are charged to expense as incurred. Real estate costs include the cost of acquired property, including all the tangible and intangible assets. Tangible assets include the value of all land, building and tenant improvements at the time of acquisition. Intangible assets include the value of any above and below market leases, in-place leases, and tenant relationships at the time of acquisition.
		Fair value estimates are based upon property appraisal reports prepared by independent real estate appraisers (members of the Appraisal Institute or an equivalent organization) within a reasonable amount of time following acquisition of the real estate and no less frequently than annually thereafter. The fair value measurement objective is to determine the exit price at which the Fund would receive to sell an asset based on the highest and best use valuation premise or pay to transfer a liability taking into consideration the perspectives of market participant and the assumptions they may use. The Chief Real Estate Appraiser of Prudential Investment Management, Inc. (“PIM”), which is an indirectly owned subsidiary of Prudential Financial Inc. (“PFI”), is responsible to assure that the valuation process provides independent and reasonable property fair value estimates. An unaffiliated third party appraisal firm has been appointed by PIM to assist the Chief Real Estate Appraiser in maintaining and monitoring the independence and the accuracy of the appraisal process. The fair value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments.
		Unconsolidated real estate partnerships are valued at the Partnership’s equity in net assets as reflected in the partnerships’ financial statements with properties valued as described above and in Note 1E below. Under the equity method, the investment is initially recorded at the original investment amount, plus or minus additional amounts invested or distributed, and is subsequently adjusted for the Partnership’s share of undistributed earnings or losses, including unrealized appreciation and depreciation, from the underlying entity.

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

Note 1:	Summary of Significant Accounting Policies and Pronouncements (continued)
	D.	Real Estate Investments (continued)
		Land held for development is reported at estimated fair value, which approximates the acquisition cost plus soft costs incurred prior to development. The estimated fair value is determined based on the amount at which the Fund would receive if the land were sold at the reporting date taking into consideration the assumptions that market participants may use.
		The Partnership periodically enters into forward contracts to acquire, for a fixed price, real estate investments to be constructed in accordance with predetermined plans and specifications. The funding obligation/forward contract obligation and related asset are recorded in the consolidated financial statements in the period in which the project is waived or deemed to have reached substantial completion, equal to or over 90% complete, and the Fund’s commitment to fund is firm. The amount of any unrealized gain or loss recognized is based upon the difference between the estimated investment’s market value as described above and the Fund’s funding obligation. The funding obligation and related assets are recorded in the consolidated financial statements. As of June 30, 2008 and December 31, 2007, no such funding obligation existed.
		As described above, the estimated fair value of real estate and real estate related assets is determined through an appraisal process. These estimated fair values may vary significantly from the prices at which the real estate investments would sell, since market prices of real estate investments can only be determined by negotiation between a willing buyer and seller and could be material to the consolidated financial statements. Although the estimated fair values represent subjective estimates, management believes these estimated fair values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate is fairly presented as of June 30, 2008 and December 31, 2007.
	E.	Valuation Methodology- The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
		The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. In the reconciliation of these three approaches, the one most heavily relied upon is the one then recognized as the most appropriate by the independent appraiser for the type of real estate in the market.
		In general, the input values used in the appraisal process are unobservable, therefore unless indicated otherwise; real estate investments and debt are classified as Level 3 under SFAS 157 fair value hierarchy.
	F.	Other Real Estate Investments- Other real estate investments include short-term notes receivable, which are valued at the amount due and approximate fair value.
	G.	Cash and Cash Equivalents- Cash and cash equivalent are comprised of all short-term investments and investments in money market funds with a maximum maturity of three months. Cash equivalents consist of investments in the Prudential Investment Liquidity Pool offered and managed by an affiliate of PFI and are accounted for at fair value.

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

Note 1:	Summary of Significant Accounting Policies and Pronouncements (continued)
	H.	Other Assets —Restricted cash of $115,000 and $186,736 was maintained by the wholly owned and consolidated properties at June 30, 2008 and December 31, 2007, respectively. Tenant security deposits are included in Other Assets on the Consolidated Statements of Assets and Liabilities. Other assets also include tenant receivables and are net of allowance for uncollectible accounts of $1,322 and $39,764 at June 30, 2008 and December 31, 2007, respectively.
	I.	Investment Level Debt- Investment level debt is stated at the principal amount of the obligations outstanding. At times the Partnership may assume debt in connection with the purchase of real estate. The Partnership allocates a portion of the purchase price to the below/above market debt and amortizes the premium/discount over the remaining life of the debt.
	J.	Deferred Financing Costs- Deferred Financing Costs related to debt were capitalized and amortized over the terms of the related obligations.
	K.	Revenue Recognition- Revenue from real estate is recognized when earned in accordance with the terms of the respective leases. Revenue from certain real estate investments is net of all or a portion of related real estate expenses, as lease arrangements vary as to responsibility for payment of these expenses between tenants and the Partnership. Since real estate is stated at estimated fair value, net income is not reduced by depreciation or amortization expense.
	L.	Equity in Income of Real Estate Partnerships- Equity in income from real estate partnership operations represents the Partnership’s share of the current year’s partnership income as provided for under the terms of the partnership agreements. As is the case with wholly owned real estate, partnership net income is not reduced by depreciation or amortization expense. Frequency of distribution of income is determined by formal agreements or by the executive committee of the partnership.
	M.	Federal Income Taxes —The Partnership is not a taxable entity under the provisions of the Internal Revenue Code. The income and capital gains and losses of the Partnership are attributed, for federal income tax purposes, to the Partners in the Partnership. The Partnership may be subject to state and local taxes in jurisdictions in which it operates.

19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

Note 2:	Fair Value Disclosure
	Fair Value Measurements:
	SFAS 157 establishes a fair value measurement framework, provides a single definition of fair value and requires expanded disclosure summarizing fair value measurements. This statement provides a three-level hierarchy based on the input values used in the valuation process; level 1—quoted price, level 2—indirect observable inputs and level 3—unobservable inputs. For items classified as Level 3, a reconciliation of the beginning and ending balances, as shown in table 2 below, is also required.
	Table 1 below summarizes the assets measured at fair value on a recurring basis.
	Table 1:

	($ in 000’s)
	Amounts		Quoted Prices in		Significant
	Measured at		Active Markets		Other		Significant
	Fair Value		for Identical		Observable		Unobservable
Assets:	6/30/2008		Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)
Real estate investments	$	256,962	$	—	$	—	$	256,962
Real estate partnerships and preferred equity investments		13,907		—		—		13,907
Other real estate investments		3,419		—		—		3,419
Total	$	274,288	$	—	$	—	$	274,288

20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

NOTE 2: Fair Value Disclosure (continued)

Table 2:

	($ in 000’s)
	Fair Value Measurements Using Significant Unobservable Inputs
	(Level 3)
				Real Estate
				Partnerships and			Other
	Real Estate			Preferred Equity			Real Estate
	Investments			Investments			Investments		Total
Beginning balance @ 12/31/07	$	251,162		$	14,524		$	3,232	$	268,918
Total gains or losses (realized/unrealized) included in earnings (or changes in net assets)		(341	)		(585	)		—		(926	)
Acquisition/Issuances		6,141			—			—		6,141
Equity Income/Interest Income		—			510			187		697
Distributions		—			(542	)		—		(542	)
Ending balance	$	256,962		$	13,907		$	3,419	$	274,288
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$	(341	)	$	(585	)	$	—	$	(926	)

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

Note 3:	Related Party Transactions
	Pursuant to an investment management agreement, PIM charges the Partnership a daily investment management fee at an annual rate of 1.25% of the average daily gross asset valuation of the Partnership. For the six months ended June 30, 2008 and 2007, investment management fees incurred by the Partnership were $1,731,170 and $1,640,443, respectively.
	The Partnership also reimburses PIM for certain administrative services rendered by PIM. The amounts incurred for the six months ended June 30, 2008 and 2007 were $26,814 and $58,082, respectively, and are classified as administrative expense in the Consolidated Statements of Operations.
Note 4:	Investment Level Debt
	On April 1, 2008, White Marlin Mall refinanced their existing loan for a construction loan in order to complete Phase III development at the property. The interest rate is one-day LIBOR + 225 basis points. The maturity date is April 1, 2010 with a one-year extension (April 1, 2011). Total loan amount is not to exceed $16,624,000.
	On June 30, 2008 Dunhill Trace refinanced their existing loan of $9,000,000. The interest rate is 90-day DMBS + 142 basis points. The maturity date is June 30, 2013.
Note 5:	Commitments and Contingencies
	The Partnership is subject to various legal proceedings and claims arising in the ordinary course of business. These matters are generally covered by insurance. In the opinion of the Partnership’s management, the outcome of such matters will not have a material effect on the Partnership.

22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
(Unaudited)

Note 6: Financial Highlights

	For The Six Months Ended June 30,
	2008			2007			2006			2005			2004
Per Share(Unit) Operating Performance:
Net Asset Value, beginning of period	$	36.55		$	33.87		$	29.59		$	26.15		$	24.66
Income From Investment Operations:
Investment income, before management fee		1.15			1.08			0.94			0.78			0.67
Investment Management fee		(0.26	)		(0.24	)		(0.22	)		(0.19	)		(0.17	)
Net realized and unrealized gain (loss) on investments		(0.19	)		0.96			1.86			0.76			0.39
Net Increase in Net Assets Resulting from Operations		0.70			1.80			2.58			1.35			0.89
Net Asset Value, end of period	$	37.25		$	35.67		$	32.17		$	27.50		$	25.55
Total Return, before Management Fee:		2.63	%		6.05	%		9.49	%		5.90	%		4.37	%
Total Return, after Management Fee(a):		1.92	%		5.32	%		8.73	%		5.16	%		3.64	%
Ratios/Supplemental Data:
Net Assets, end of period (in millions)	$	252		$	241		$	223		$	196		$	188
Ratios to average net assets for the period ended(b):
Total Portfolio Level Expenses		0.72	%		0.77	%		0.73	%		0.73	%		0.70	%
Investment Income before Management Fee		3.14	%		3.19	%		3.13	%		2.96	%		2.71	%

(a) Total Return, after management fee is calculated by geometrically linking quarterly returns which are calculated using the formula below:

Net Investment Income + Net Realized and Unrealized Gains/(Losses)

Beg. Net Asset Value + Time Weighted Contributions – Time Weighted Distributions

(b) Average net assets are based on beginning of quarter net assets.

23

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     All of the assets of the Real Property Account, or the “Account”, are invested in the Partnership. Accordingly, the liquidity and capital resources and results of operations for the Account are contingent upon those of the Partnership. Therefore, this management’s discussion and analysis addresses these items at the Partnership level. The partners in the Partnership are Prudential, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey, or collectively, the “Partners”.

     The following discussion and analysis of the liquidity and capital resources and results of operations of the Partnership should be read in conjunction with the unaudited Consolidated Financial Statements of the Account and the Partnership and the related Notes included in this filing.

(a) Liquidity and Capital Resources

     As of June 30, 2008, the Partnership’s liquid assets, consisting of cash and cash equivalents, were approximately $23.5 million, an increase of approximately $5.3 million from $18.2 million at December 31, 2007. The increase was primarily due to cash flows received from the Partnership’s operating activities and the repayment of the Partnership’s preferred equity investment, as discussed below. Partially offsetting this increase was a contribution to an existing retail property in Dunn, North Carolina as well as capital expenditures to existing properties, as detailed below. Sources of liquidity included net cash flow from property operations, financings, and interest from short-term investments. The Partnership uses cash for its real estate investment activities and for its distributions to its partners. As of June 30, 2008, approximately 7.8% of the Partnership’s total assets consisted of cash and cash equivalents.

     During the six months ended June 30, 2008, the Partnership made an additional $2.6 million preferred equity investment in an existing retail property located in Ocean City, Maryland to fund costs associated with the redevelopment of the center. This investment was repaid with interest on April 1, 2008 with proceeds to the Partnership totaling $4.0 million in conjunction with the refinancing of the existing loan as discussed below.

     The Partnership did not have any dispositions or acquisitions for the six months ended June 30, 2008. The Partnership refinanced two existing loans during the six months ended June 30, 2008. The retail property in Ocean City, Maryland refinanced for loan proceeds of $16.6 million, of which $9.8 million represents additional indebtedness. $3.6 million of the loan remains to be funded for future costs associated with the redevelopment of the property. The apartment property in Raleigh, North Carolina refinanced for the amount of $9.0 million.

     During the six months ended June 30, 2008, the Partnership spent approximately $1.3 million on capital improvements to various existing properties. Approximately $0.9 million was associated with the renovation of the hotel property in Lake Oswego, Oregon and approximately $0.1 million funded the renovation of the apartment property in Atlanta, Georgia. The remaining $0.3 million was associated with minor capital improvements and transaction costs associated with leasing expenses of various other properties. Additionally, $4.8 million of capital improvements was funded at the retail property in Ocean City, Maryland through the aforementioned third party loan.

24

(b) Results of Operations

     The following is a comparison of the Partnership’s results of operations for the six and three-month periods ended June 30, 2008, and 2007.

Net Investment Income Overview

     The Partnership’s net investment income for the six months ended June 30, 2008 was approximately $6.0 million, an increase of approximately $0.3 million from the prior year period. The office, apartment, and retail sector investments posted increases of approximately $0.1 million, $1.1 million, and $0.1 million respectively, from the prior year period. The industrial and hotel sector investments’ net incomes remained relatively unchanged. Partially offsetting the increase in the office and apartment sectors’ net income was a $1.0 million increase in net investment loss from the prior year period in other net investments. The components of this net investment income are discussed below by property type.

     The Partnership’s net investment income for the quarter ended June 30, 2008 was approximately $2.8 million, a decrease of approximately $0.2 million from the prior year period. The retail sector posted a decrease in net investment income of approximately $0.1 million. Other net investment loss increased approximately $0.5 million during the quarter ended June 30, 2008 from the prior year period. Partially offsetting the decrease was an increase in net investment income of approximately $0.4 million in the apartment sector from the prior year period. The office and hotel sector investments remained relatively unchanged. The components of this net investment income and/or loss are discussed below by property type sector.

Valuation Overview

     The Partnership did not record any realized gains for the six and three-month periods ended June 30, 2008, compared with net realized gains of approximately $0.8 million and $0.4 million for the prior year periods, respectively.

     The Partnership recorded an aggregate net unrealized loss of approximately $1.3 million for the six months ended June 30, 2008, compared with an aggregate net unrealized gain of approximately $5.7 million for the prior year period. The aggregate net unrealized loss for the six months ended June 30, 2008 was attributable to property valuation declines in the office and hotel sector investments of approximately $2.4 million and $0.1 million, respectively. Partially offsetting these unrealized losses were net unrealized gains of approximately $0.6 million recorded in each of the apartment and retail sector investments. The components of these valuation gains and/or losses are discussed below by property type.

     The Partnership recorded an aggregate net unrealized loss of approximately $0.6 million for the quarter ended June 30, 2008, compared with an aggregate net unrealized gain of approximately $3.8 million for the prior year. The aggregate net unrealized loss for the quarter ended June 30, 2008 was attributable to property valuation declines in the office, apartment, and retail sector investments of approximately $0.2 million, $0.2 million, and $0.4 million, respectively. Partially offsetting these unrealized losses were net unrealized gains of approximately $0.2 million related to the hotel sector investments. The components of these valuation gains and/or losses are discussed below by property type.

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     The following table presents a comparison of the Partnership’s sources of net investment income, and realized and unrealized gains or losses by investment type for the six and three-month periods ended June 30, 2008, and 2007.

	Six Months Ended June 30,						Three Months Ended June 30,
	2008			2007			2008			2007
Net Investment Income:
Office properties	$	1,943,568		$	1,846,551		$	972,153		$	994,036
Apartment properties		1,700,126			638,357			850,881			496,754
Retail properties		3,577,898			3,452,296			1,677,769			1,785,949
Industrial property		—			15,959			—			(97,602	)
Hotel property		529,259			526,401			280,402			270,729
Other (including interest income, investment management fee, etc.)		(1,715,430	)		(782,525	)		(985,452	)		(441,225	)
Total Net Investment Income	$	6,035,421		$	5,697,039		$	2,795,753		$	3,008,641
Net Realized Gain (Loss) on Real Estate Investments:
Retail properties		—			413,834			—			382,035
Industrial property		—			345,832			—			(3,278	)
Total Net Realized Gain (Loss) on Real Estate Investments		—			759,666			—			378,757
Net Unrealized Gain (Loss) on Real Estate Investments:
Office properties		(2,362,601	)		538,273			(230,486	)		129,925
Apartment properties		610,313			2,429,850			(189,835	)		2,572,930
Retail properties		571,028			1,713,199			(402,342	)		79,368
Hotel property		(100,758	)		1,030,957			231,303			1,037,234
Total Net Unrealized Gain (Loss) on Real Estate Investments		(1,282,018	)		5,712,279			(591,360	)		3,819,457
Net Realized and Unrealized Gain (Loss) on Real Estate Investments		($1,282,018	)	$	6,471,945			($591,360	)	$	4,198,214

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OFFICE PROPERTIES

	Net Investment		Net Investment		Unrealized			Unrealized
	Income/(Loss)		Income/(Loss)		Gain/(Loss)			Gain/(Loss)			Occupancy		Occupancy
Six Months Ended June 30,	2008		2007		2008			2007			2008		2007
Property
Lisle, IL	$	294,029	$	218,442	$	(1,137,059	)	$	788,426			61%		61%
Brentwood, TN		524,261		554,533		(23,737	)		(169,458	)		89%		100%
Beaverton, OR		561,460		513,915		(1,201,805	)		243,150			85%		89%
Brentwood, TN		563,818		559,661		—			(323,845	)		100%		100%
	$	1,943,568	$	1,846,551	$	(2,362,601	)	$	538,273
Three Months Ended June 30,
Property
Lisle, IL	$	170,639	$	148,241	$	(102,786	)	$	(6,566	)
Brentwood, TN		260,132		280,705		(23,737	)		(169,458	)
Beaverton, OR		277,788		268,440		(103,963	)		329,794
Brentwood, TN		263,594		296,650		—			(23,845	)
	$	972,153	$	994,036	$	(230,486	)	$	129,925

Net Investment Income

     Net investment income for the Partnership’s office properties was approximately $1.9 million for the six months ended June 30, 2008, an increase of approximately $0.1 million from the prior year period. Net investment income for the Partnership’s office properties was approximately $1.0 million for the quarter ended June 30, 2008, relatively unchanged from the prior year period. The increase for the six months ended June 30, 2008 was primarily due to increased rents at the office properties in Lisle, Illinois and Beaverton, Oregon.

Unrealized Gain/(Loss)

     The office properties owned by the Partnership recorded an aggregate net unrealized loss of approximately $2.4 million during the six months ended June 30, 2008, compared with an aggregate net unrealized gain of approximately $0.5 million for the prior year period. The net unrealized loss of $2.4 million for the six months ended June 30, 2008 was primarily due to increased operating expenses at the office property in Lisle, Illinois and decreased occupancy and softening market conditions affecting the office property in Beaverton, Oregon.

     The office properties owned by the Partnership recorded an aggregate net unrealized loss of approximately $0.2 million during the quarter ended June 30, 2008, compared with an aggregate net unrealized gain of $0.1 million for the prior year period. The net unrealized loss of $0.2 million for the quarter ended June 30, 2008 was primarily due to sustained increases in operating expenses at the office property in Lisle, Illinois as well as decreased occupancy and continued softening market conditions affecting the office property in Beaverton, Oregon.

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APARTMENT PROPERTIES

	Net Investment		Net Investment		Unrealized			Unrealized
	Income/(Loss)		Income/(Loss)		Gain/(Loss)			Gain/(Loss)			Occupancy		Occupancy
Six Months Ended June 30,	2008		2007		2008			2007			2008		2007
Property
Atlanta, GA	$	330,315	$	154,369	$	100,443		$	(156,882	)		93%		95%
Raleigh, NC		332,444		250,994		380,937			(807,102	)		88%		92%
Jacksonville, FL(1)		—		17,342		—			—			N/A		N/A
Austin, TX(2)		761,263		215,652		198,422			3,393,834			94%		94%
Charlotte, NC(3)		276,104		—		(69,489	)		—			89%		N/A
	$	1,700,126	$	638,357	$	610,313		$	2,429,850
Three Months Ended June 30,
Property
Atlanta, GA	$	167,179	$	112,059	$	57,966		$	(16,117	)
Raleigh, NC		169,068		169,043		100,672			(804,787	)
Austin, TX(2)		369,812		215,652		(301,578	)		3,393,834
Charlotte, NC(3)		144,822		—		(46,895	)		—
	$	850,881	$	496,754	$	(189,835	)	$	2,572,930

(1)	The Jacksonville, Florida apartment property was sold on November 30, 2005 but certain post-closing adjustments were recognized during the six months ended June 30, 2007.
(2)	The Austin, Texas apartment property was acquired on May 8, 2007.
(3)	The Charlotte, North Carolina apartment property was acquired on September 6, 2007.

Net Investment Income

     Net investment income for the Partnership’s apartment properties was approximately $1.7 million for the six months ended June 30, 2008, an increase of approximately $1.1 million from the prior year period. Net investment income for the Partnership’s apartment properties was approximately $0.9 million for the quarter ended June 30, 2008, an increase of approximately $0.4 million from the prior year period. The increase in net investment income for both the six and three-month periods ended June 30, 2008 was primarily due to (a) the acquisition of the apartment properties in Austin, Texas and Charlotte, North Carolina on May 8, 2007 and September 6, 2007, respectively; (b) and increased rents at the apartment properties in Atlanta, Georgia and Raleigh, North Carolina.

Unrealized Gain/(Loss)

     The apartment properties owned by the Partnership recorded an aggregate net unrealized gain of approximately $0.6 million for the six months ended June 30, 2008, compared with an aggregate net unrealized gain of approximately $2.4 million for the prior year period. The aggregate net unrealized gain for the six months ended June 30, 2008 was primarily due to (a) a decrease in operating expenses at the apartment property in Austin, Texas; (b) strengthening market conditions at the apartment property in Raleigh, North Carolina; and (c) capital expenditures in connection with the renovations at the apartment property in Atlanta, Georgia.

     The apartment properties owned by the Partnership recorded an aggregate net unrealized loss of approximately $0.2 million for the quarter ended June 30, 2008, compared with an aggregate net unrealized gain of approximately $2.6 million for the prior year period. The aggregate net unrealized loss for the quarter ended June 30, 2008 was primarily due to weakening market fundamentals at the apartment property in Austin, Texas resulting from increased inventory in the market.

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RETAIL PROPERTIES

									Realized/
	Net Investment			Net Investment		Unrealized			Unrealized
	Income/(Loss)			Income/(Loss)		Gain/(Loss)			Gain/(Loss)			Occupancy		Occupancy
Six Months Ended June 30,	2008			2007		2008			2007			2008		2007
Property
Roswell, GA	$	915,047		$	1,051,609	$	(708,950	)	$	1,537,398			82%		89%
Kansas City, KS (1)		7,487			161,913		—			413,834			N/A		N/A
Hampton, VA		669,087			651,539		1,295,069			96,280			99%		100%
Ocean City, MD		322,381			382,326		481,057			(202,378	)		85%		89%
Westminster, MD		764,734			739,639		(933	)		281,899			100%		100%
Dunn, NC (2)		398,733			—		89,377			—			65%		N/A
CARS Preferred Equity		500,429			465,270		(584,592	)		—			N/A		N/A
	$	3,577,898		$	3,452,296	$	571,028		$	2,127,033
Three Months Ended June 30,
Property
Roswell, GA	$	461,716		$	516,128	$	(708,250	)	$	(53,859	)
Kansas City, KS (1)		(41,084	)		75,927		—			382,035
Hampton, VA		333,683			330,824		598,405			(3,720	)
Ocean City, MD		182,135			235,767		237,823			(58,092	)
Westminster, MD		381,172			375,427		(100,933	)		195,039
Dunn, NC (2)		111,497			—		155,205			—
CARS Preferred Equity		248,650			251,876		(584,592	)		—
	$	1,677,769		$	1,785,949	$	(402,342	)	$	461,403

(1)	The Kansas City, Kansas retail property was sold on June 29, 2007 but certain post-closing adjustments were recognized during the six months ended June 30, 2008.
(2)	The Dunn, North Carolina retail property was acquired on August 17, 2007.

Net Investment Income

     Net investment income for the Partnership’s retail properties was approximately $3.6 million for the six months ended June 30, 2008, an increase of approximately $0.1 million from the prior year period. The increase in net investment income was largely due to the additional net investment income received from the Dunn, North Carolina retail property acquired on August 17, 2007. The increase was partially offset by lost rent related to the Kansas City, Kansas retail property sold on June 29, 2007, as well as decreased occupancies at the retail properties in Roswell, Georgia and Ocean City, Maryland.

     Net investment income for the Partnership’s retail properties was approximately $1.7 million for the quarter ended June 30, 2008, a decrease of approximately $0.1 million from the prior year period. The decrease was due to post-closing adjustments and lost rent related to the Kansas City, Kansas retail property sold on June 29, 2007, as well as a decrease in occupancies at the retail properties in Roswell, Georgia and Ocean City, Maryland. Partially offsetting the decrease was the additional net investment income received from the Dunn, North Carolina retail property acquired on August 17, 2007.

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Realized and Unrealized Gain/(Loss)

     The retail properties owned by the Partnership recorded an aggregate net unrealized gain of approximately $0.6 million for the six months ended June 30, 2008, compared with an aggregate net realized and unrealized gain of approximately $2.1 million for the prior year period. The unrealized gain for the six months ended June 30, 2008 was primarily due to strengthening market conditions affecting the retail property in Hampton, Virginia and improving property fundamentals affecting the retail properties in Ocean City, Maryland and Dunn, North Carolina due to current redevelopment of the centers. Partially offsetting these unrealized gains was a net unrealized loss of approximately $0.7 million at the property in Roswell, GA due to weakening property fundamentals and a net unrealized loss of approximately $0.6 million from the Capital Automotive, or “CARS”, preferred equity investment due to an increase in investor return requirements for preferred equity positions.

     The retail properties owned by the Partnership recorded an aggregate net unrealized loss of approximately $0.4 million for the quarter ended June 30, 2008, compared with an aggregate net realized and unrealized gain of approximately $0.5 million for the prior year period. The unrealized loss for the quarter ended June 30, 2008 was primarily due to a net unrealized loss of approximately $0.7 million at the property in Roswell, GA due to weakening property fundamentals and a net unrealized loss of approximately $0.6 million from the CARS preferred equity investment due to an increase in investor return requirements for preferred equity positions. This loss was partially offset by strengthening market conditions affecting the retail property in Hampton, Virginia and improving property fundamentals affecting the retail properties in Ocean City, Maryland and Dunn, North Carolina due to current redevelopment of the centers.

INDUSTRIAL PROPERTY

		Net Investment		Net Investment			Realized		Realized
		Income/(Loss)		Income/(Loss)			Gain/(Loss)		Gain/(Loss)			Occupancy		Occupancy
Six Months Ended June 30,		2008		2007			2008		2007			2008		2007
Property
Aurora, CO (1)		$	—	$	15,959		$	—	$	345,832			N/A		N/A
Three Months Ended June 30,
Property
Aurora, CO (1)	��	$	—	$	(97,602	)	$	—	$	(3,278	)

⁽¹⁾ The Partnership sold the property on February 7, 2007.

Net Investment Income

     The Partnership sold its industrial property on February 7, 2007. Therefore no net investment income was received for the six months ended June 30, 2008, reflecting a minimal decrease from the prior year period.

     The Partnership’s industrial property recorded no net investment income for the quarter ended June 30, 2008, compared with a decrease of approximately $0.1 million for the prior year period.

Total Realized and Unrealized Gain/(Loss)

     The Partnership’s industrial property was sold on February 7, 2007. Therefore no realized gains and/or losses were recorded for the six and three-month periods ended June 30, 2008, compared with a realized gain of approximately $0.3 million and zero for the prior year period, respectively.

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HOTEL PROPERTY

	Net Investment		Net Investment		Unrealized			Unrealized
	Income/(Loss)		Income/(Loss)		Gain/(Loss)			Gain/(Loss)		Occupancy		Occupancy
Six Months Ended June 30,	2008		2007		2008			2007		2008		2007
Property
Lake Oswego, OR	$	529,259	$	526,401	$	(100,758	)	$	1,030,957		70%		72%
Three Months Ended June 30,
Property
Lake Oswego, OR	$	280,402	$	270,729	$	231,303		$	1,037,234

Net Investment Income

     Net investment income for the Partnership’s hotel property was approximately $0.5 million for the six months ended June 30, 2008, relatively unchanged from the prior year period. Net investment income for the Partnership’s hotel property was $0.3 million for the quarter ended June 30, 2008, also unchanged from the prior year period.

Unrealized Gain/(Loss)

     The Partnership’s hotel property recorded an unrealized loss of approximately $0.1 million for the six months ended June 30, 2008, compared with an unrealized gain of $1.0 million for the prior year period. The unrealized loss for the six months ended June 30, 2008 was due to capital expenditures in connection with the renovation of the property.

     The Partnership’s hotel property recorded an unrealized gain of approximately $0.2 million for the quarter ended June 30, 2008, compared with an unrealized gain of $1.0 million for the prior year period. The unrealized gain was a result of the capital improvements made to the property.

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Other

     Other net investment loss increased approximately $1.0 million and $0.5 million for the six and three-month periods ended June 30, 2008, respectively, from the prior year period. This includes interest income from short-term investments, investment management fees, and portfolio level expenses.

(c) Inflation

     A majority of the Partnership’s leases with its commercial tenants provide for recoveries of expenses based upon the tenant’s proportionate share of, and/or increases in, real estate taxes and certain operating costs, which may partially reduce the Partnership’s exposure to increases in operating costs resulting from inflation.

Critical Accounting Policies

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or “U.S. GAAP”, requires the application of accounting policies that often involve a significant degree of judgment. Management reviews critical estimates and assumptions on an ongoing basis. If management determines, as a result of its consideration of facts and circumstances, that modifications in assumptions and estimates are appropriate, results of operations and financial position as reported in the unaudited Consolidated Financial Statements of the Account and the Partnership may change significantly.

     The following sections discuss those critical accounting policies applied in preparing the unaudited Consolidated Financial Statements of the Account and the Partnership that are most dependent on the application of estimates and assumptions.

New Accounting Pronouncements

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and requires additional disclosures about fair value measurements. This statement does not require any new fair value measurements, but the application of this statement could change current practices in determining fair value.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This statement provides partnerships with an option to report selected financial assets and liabilities at fair value.

     SFAS No. 157 and SFAS No. 159 are effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Partnership adopted SFAS No. 157 and SFAS No. 159 effective January 1, 2008, however, the Partnership did not make a fair value option election for its existing debt. The adoption does not have any effect on the Partnership’s consolidated financial position and results of operations.

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Valuation of Investments

     Real Estate Investments —Real estate investments are shown at estimated fair value. The costs of properties owned are initially recorded at the purchase price plus closing costs. Development costs and major renovations are capitalized as a component of cost, and routine maintenance and repairs are charged to expense as incurred. Real estate costs include the cost of acquired property, including all the tangible and intangible assets. Tangible assets include the value of all land, building and tenant improvements at the time of acquisition. Intangible assets include the value of any above and below market leases, in-place leases, and tenant relationships at the time of acquisition. Fair value estimates are based upon property appraisal reports prepared by independent real estate appraisers (members of the Appraisal Institute or an equivalent organization) within a reasonable amount of time following acquisition of the real estate and no less frequently than annually thereafter. The fair value measurement objective is to determine the exit price at which the Fund would receive to sell an asset based on the highest and best use valuation premise or pay to transfer a liability taking into consideration the perspectives of market participant and the assumptions they may use. The Chief Real Estate Appraiser of Prudential Investment Management, Inc. (“PIM”), which is an indirectly owned subsidiary of Prudential Financial Inc. (“PFI”), is responsible to assure that the valuation process provides independent and reasonable property fair value estimates. An unaffiliated third party appraisal firm has been appointed by PIM to assist the Chief Real Estate Appraiser in maintaining and monitoring the independence and the accuracy of the appraisal process. The fair value of real estate investments does not reflect the transaction sale costs, which may be incurred upon disposition of the real estate investments.

     Unconsolidated real estate partnerships are valued at the Partnership’s equity in net assets as reflected in the partnerships’ financial statements with properties valued as described above and in Note 1E. Under the equity method, the investment is initially recorded at the original investment amount, plus or minus additional amounts invested or distributed, and is subsequently adjusted for the Partnership’s share of undistributed earnings or losses, including unrealized appreciation and depreciation, from the underlying entity.

     Land held for development is reported at estimated fair value, which approximates the acquisition cost plus soft costs incurred prior to development. The estimated fair value is determined based on the amount at which the Fund would receive if the land were sold at the reporting date taking into consideration the assumptions that market participants may use.

     The Partnership periodically enters into forward contracts to acquire, for a fixed price, real estate investments to be constructed in accordance with predetermined plans and specifications. The funding obligation/forward contract obligation and related asset are recorded in the consolidated financial statements in the period in which the project is waived or deemed to have reached substantial completion, equal to or over 90% complete, and the Fund’s commitment to fund is firm. The amount of any unrealized gain or loss recognized is based upon the difference between the estimated investment’s market value as described above and the Fund’s funding obligation. The funding obligation and related assets are recorded in the consolidated financial statements. As of June 30, 2008 and December 31, 2007, no such funding obligation existed.

     As described above, the estimated fair value of real estate and real estate related assets is determined through an appraisal process. These estimated fair values may vary significantly from the prices at which the real estate investments would sell, since market prices of real estate investments can only be determined by negotiation between a willing buyer and seller and could be material to the consolidated financial statements. Although the estimated fair values represent subjective estimates, management believes these estimated fair values are reasonable approximations of market prices and the aggregate estimated value of investments in real estate is fairly presented as of June 30, 2008 and December 31, 2007.

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Valuation Methodology

     The purpose of an appraisal is to estimate the fair value of real estate as of a specific date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

     The estimate of fair value is based on the conventional approaches to value, all of which require the exercise of subjective judgment. The three approaches are: (1) current cost of reproducing the real estate less deterioration and functional and economic obsolescence; (2) discounting a series of income streams and reversion at a specific yield or by directly capitalizing a single year income estimate by an appropriate factor; and (3) value indicated by recent sales of comparable real estate in the market. In the reconciliation of these three approaches, the one most heavily relied upon is the one then recognized as the most appropriate by the independent appraiser for the type of real estate in the market.

     In general, the input values used in the appraisal process are unobservable, therefore unless indicated otherwise; real estate investments and debt are classified as Level 3 under SFAS157 fair value hierarchy.

Other Estimates

     The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

34

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

     Interest Rate Risk —The Partnership’s exposure to market rate risk for changes in interest rates relates to approximately 24.56% of its investment portfolio as of June 30, 2008, which consists primarily of short-term commercial paper and fixed and variable interest rate debt. The Partnership does not use derivative financial instruments. As a matter of policy, the Partnership places its investments with high quality debt security issuers, limits the amount of credit exposure to any one issuer, limits duration by restricting the term, and holds investments to maturity except under unusual circumstances.

     The table below presents the amounts and related weighted interest rates of the Partnership’s cash equivalents and short-term investments at June 30, 2008:

		Estimated Market Value		Average
	Maturity	(millions)		Interest Rate
Cash and Cash equivalents	0-3 months	$	23.5		3.45	%

     The table below discloses the Partnership’s debt as of June 30, 2008. All of the Partnership’s long-term debt bears interest at fixed rates and therefore the fair value of these instruments is affected by changes in market interest rates. The following table presents principal cash flows based upon maturity dates of the debt obligations and the related weighted-average interest rates by expected maturity dates for the fixed rate debt.

Debt (in $ thousands),																						Estimated
including current portion	2008			2009			2010			2011			2012			Thereafter			Total			Fair Value
Weighted Average Fixed Interest Rate		5.57	%		5.75	%		5.11	%		5.04	%		5.04	%		5.04	%		5.26	%
Fixed Rate	$	250		$	9,277		$	565		$	604		$	646		$	4,940		$	16,282		$	16,679
Variable Rate		—			—		$	13,035			—			—		$	9,000		$	22,035		$	21,455
Total Mortgage Loans Payable	$	250		$	9,277		$	13,600		$	604		$	646		$	13,940		$	38,318		$	38,135

     The Partnership is exposed to market risk from tenants. While the Partnership has not experienced any significant credit losses, in the event of significant increases in interest rates and/or an economic downturn, delinquencies could increase and result in losses to the Partnership and the Account that could adversely affect its operating results and liquidity.

35

Item 4. Controls and Procedures

     In order to ensure that the information we must disclose in our filings with the SEC is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), under the Securities Exchange Act of 1934, as amended as of June 30, 2008. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2008, our disclosure controls and procedures were effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. There has been no change in our internal control over financial reporting during the quarter ended June 30, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A. Risk Factors

     You should carefully consider the risks described under “-Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007. These risks could materially affect our business, results of operations or financial condition or cause our actual results to differ materially from those expected or those expressed in any forward looking statements made by or on behalf of the Company. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” above and the risks of our businesses described elsewhere in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

Item 4. Submission of Matters to a Vote of Security Holders

     Contract owners participating in the Real Property Account have no voting rights with respect to the Real Property Account.

Item 6. Exhibits

31.1	Section 302 Certification of the Chief Executive Officer.
31.2	Section 302 Certification of the Chief Financial Officer.
32.1	Section 906 Certification of the Chief Executive Officer.
32.2	Section 906 Certification of the Chief Financial Officer.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PRUCO LIFE INSURANCE COMPANY
in respect of
Pruco Life Variable Contract Real Property Account
(Registrant)

Date: August 11, 2008

By:	/s/ Scott D. Kaplan
	Scott D. Kaplan
	President and Director (Principal Executive Officer)

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