As filed with the SEC on ___________.                 Registration No. 333-85115

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                        Post-Effective Amendment No. 3 to


                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
               OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED
                                 ON FORM N-8B-2

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

                                   PRUCO LIFE
                           VARIABLE UNIVERSAL ACCOUNT
                              (Exact Name of Trust)

                          PRUCO LIFE INSURANCE COMPANY
                               (Name of Depositor)

                              213 Washington Street
                          Newark, New Jersey 07102-2992
                                 (800) 286-7754
          (Address and telephone number of 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)

                                    Copy to:
                                Jeffrey C. Martin
                                 Shea & Gardner
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036

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

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
               (date)

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


    [X] on July 16, 2001 pursuant to paragraph (a) of Rule 485
              (date)




                              CROSS REFERENCE SHEET
                          (as required by Form N-8B-2)

N-8B-2 Item Number            Location
- ------------------            --------

       1.                     Cover Page

       2.                     Cover Page

       3.                     Not Applicable

       4.                     Sale of the Contract and Sales Commissions

       5.                     Pruco Life Variable Universal Account

       6.                     Pruco Life Variable Universal Account

       7.                     Not Applicable

       8.                     Not Applicable

       9.                     Litigation and Regulatory Proceedings

      10.                     Introduction  and Summary;  Charges and  Expenses;
                              Short-Term  Cancellation  Right  or  "Free  Look";
                              Types of Death Benefit; Changing the Type of Death
                              Benefit; Riders; Premiums; Allocation of Premiums;
                              Transfers;    Dollar   Cost    Averaging;    Auto-
                              Rebalancing; How a Contract's Surrender Value Will
                              Vary;  How  a  Type  A  (Fixed)  Contract's  Death
                              Benefit  Will  Vary;   How  a  Type  B  (Variable)
                              Contract's  Death Benefit Will Vary;  How a Type C
                              (Return of Premium)  Contract's Death Benefit Will
                              Vary; Surrender of a Contract;  Withdrawals; Lapse
                              and  Reinstatement;  Increases in Basic  Insurance
                              Amount;  Decreases in Basic Insurance Amount; When
                              Proceeds are Paid;  Contract Loans;  Other General
                              Contract Provisions;  Voting Rights;  Substitution
                              of Fund Shares

      11.                     Introduction  and  Summary;  Pruco  Life  Variable
                              Universal Account

      12.                     Cover Page;  Introduction and Summary;  The Funds;
                              Sale of the Contract and Sales Commissions

      13.                     Introduction and Summary;  The Funds;  Charges and
                              Expenses;  Premiums;  Allocation of Premiums; Sale
                              of the Contract and Sales Commissions

      14.                     Introduction and Summary; Detailed Information for
                              Prospective Contract Owners

      15.                     Introduction and Summary; Premiums;  Allocation of
                              Premiums;   Transfers;   Dollar  Cost   Averaging;
                              Auto-Rebalancing

      16.                     Introduction and Summary; Detailed Information for
                              Prospective Contract Owners

      17.                     When Proceeds are Paid




N-8B-2 Item Number            Location
- ------------------            --------

      18.                     Pruco Life Variable Universal Account

      19.                     Reports to Contract Owners

      20.                     Not Applicable

      21.                     Contract Loans

      22.                     Not Applicable

      23.                     Not Applicable

      24.                     Other General Contract Provisions

      25.                     Pruco Life Insurance Company

      26.                     Introduction and Summary;  The Funds;  Charges and
                              Expenses

      27.                     Pruco Life Insurance Company; The Funds

      28.                     Pruco  Life  Insurance   Company;   Directors  and
                              Officers

      29.                     Pruco Life Insurance Company

      30.                     Not Applicable

      31.                     Not Applicable

      32.                     Not Applicable

      33.                     Not Applicable

      34.                     Not Applicable

      35.                     Pruco Life Insurance Company

      36.                     Not Applicable

      37.                     Not Applicable

      38.                     Sale of the Contract and Sales Commissions

      39.                     Sale of the Contract and Sales Commissions

      40.                     Not Applicable

      41.                     Sale of the Contract and Sales Commissions

      42.                     Not Applicable

      43.                     Not Applicable




N-8B-2 Item Number            Location
- ------------------            --------

      44.                     Introduction   and  Summary;   The  Funds;  How  a
                              Contract's  Cash Surrender  Value Will Vary; How a
                              Type A (Fixed) Contract's Death Benefit Will Vary;
                              How a Type B (Variable)  Contract's  Death Benefit
                              Will  Vary;  How a  Type  C  (Return  of  Premium)
                              Contract's Death Benefit Will Vary

      45.                     Not Applicable

      46.                     Introduction  and  Summary;  Pruco  Life  Variable
                              Universal Account; The Funds

      47.                     Pruco Life Variable Universal Account; The Funds

      48.                     Not Applicable

      49.                     Not Applicable

      50.                     Not Applicable

      51.                     Not Applicable

      52.                     Substitution of Fund Shares

      53.                     Tax Treatment of Contract Benefits

      54.                     Not Applicable

      55.                     Not Applicable

      56.                     Not Applicable

      57.                     Not Applicable

      58.                     Not Applicable

      59.                     Financial Statements:  Financial Statements of the
                              PruSelect III Variable Life  Subaccounts  of Pruco
                              Life  Variable  Universal  Account;   Consolidated
                              Financial   Statements  of  Pruco  Life  Insurance
                              Company and its subsidiaries





                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS





                                PRUSELECT(SM) III
                             Variable Life Insurance

                                   PROSPECTUS


                                   Pruco Life
                           Variable Universal Account


                                  July 16, 2001





                          Pruco Life Insurance Company




PROSPECTUS
July 16, 2001
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT


                                PRUSELECT(SM) III
                        Variable Life Insurance Contracts

This prospectus describes certain individual flexible premium variable universal
life insurance  contracts,  PruSelect(SM) III Variable Life Insurance  Contracts
(the "Contract"),  issued by Pruco Life Insurance  Company ("Pruco Life",  "us",
"we", or "our"),  a stock life insurance  company.  Pruco Life is a wholly-owned
subsidiary of The Prudential Insurance Company of America ("Prudential").  These
Contracts provide  individual  variable  universal life insurance  coverage with
flexible premium payments,  a variety of investment options,  and three types of
death benefit  options.  These  Contracts may be issued with a Target Term Rider
that could have a significant  effect on the  performance of your Contract.  For
the factors to consider  when adding a Target Term Rider to your  Contract,  see
Riders,  page 19. The Contracts may be owned  individually  or by a corporation,
trust,  association or similar entity. The Contracts are available on a multiple
life  basis  where  the  insureds   share  a  common   employment   or  business
relationship.  The Contract owner will have all rights and privileges  under the
Contract. The Contracts may be used for funding non-qualified executive deferred
compensation or salary  continuation plans,  retiree medical benefits,  or other
purposes.

Investment Choices:

PruSelect III offers a wide variety of investment choices, including 32 variable
investment  options that invest in mutual funds  managed by these  leading asset
managers:



o    Prudential Investments Fund Management LLC

o    A I M Advisors, Inc.

o    American Century Investment Management, Inc.

o    The Dreyfus Corporation

o    Franklin Advisers, Inc.

o    Goldman Sachs Asset Management

o    INVESCO Funds Group, Inc.

o    Janus Capital Corporation

o    MFS Investment Management(R)

o    OppenheimerFunds, Inc.

o    T. Rowe Price International, Inc.

For a complete list of the 32 available  variable  investment  options and their
investment objectives, see The Funds, page 6.

This  prospectus  describes  the Contract  generally and the Pruco Life Variable
Universal Account (the "Account").  The attached  prospectuses for the Funds and
their  related  statements  of additional  information  describe the  investment
objectives and the risks of investing in the Fund portfolios. Pruco Life may add
additional  investment  options in the future.  Please read this  prospectus and
keep it for future reference.

The  Securities   and  Exchange   Commission   ("SEC")   maintains  a  Web  site
(http://www.sec.gov)  that contains material incorporated by reference and other
information regarding registrants that file electronically with the SEC.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.

                          Pruco Life Insurance Company
                              213 Washington Street
                          Newark, New Jersey 07102-2992
                            Telephone: (800) 286-7754

PruSelect is a service mark of Prudential.



                               PROSPECTUS CONTENTS

                                                                            Page

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS..........................1

INTRODUCTION AND SUMMARY......................................................2
   Brief Description of the Contract..........................................2
   Charges....................................................................2
   Types of Death Benefit.....................................................5
   Life Insurance Definitional Tests..........................................5
   Premium Payments...........................................................5
   Refund.....................................................................5

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY, THE PRUCO LIFE
VARIABLE UNIVERSAL ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS AVAILABLE
UNDER THE CONTRACT ...........................................................6
   Pruco Life Insurance Company...............................................6
   The Pruco Life Variable Universal Account..................................6
   The Funds..................................................................6
   Voting Rights.............................................................11
   Which Investment Option Should Be Selected?...............................11

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS.........................12
   Charges and Expenses......................................................12
   Reduction of Charges......................................................16
   Requirements for Issuance of a Contract...................................16
   Short-Term Cancellation Right or "Free-Look"..............................17
   Types of Death Benefit....................................................17
   Changing the Type of Death Benefit........................................17
   Riders....................................................................19
   Premiums..................................................................20
   Allocation of Premiums....................................................20
   Transfers.................................................................21
   Dollar Cost Averaging.....................................................21
   Auto-Rebalancing..........................................................21
   How a Contract's Surrender Value Will Vary................................22
   How a Type A (Fixed) Contract's Death Benefit Will Vary...................22
   How a Type B (Variable) Contract's Death Benefit Will Vary................23
   How a Type C (Return of Premium) Contract's Death Benefit Will Vary.......24
   Surrender of a Contract...................................................25
   Withdrawals...............................................................27
   Lapse and Reinstatement...................................................27
   Increases in Basic Insurance Amount.......................................28
   Decreases in Basic Insurance Amount.......................................29
   When Proceeds Are Paid....................................................29
   Illustrations of Surrender Values, Death Benefits, and Accumulated
     Premiums................................................................29
   Contract Loans............................................................32
   Tax Treatment of Contract Benefits........................................33
   Legal Considerations Relating to Sex-Distinct Premiums and Benefits.......35
   Exchange Right Available in Some States...................................35
   Option to Exchange Insured................................................35
   Other General Contract Provisions.........................................35
   Substitution of Fund Shares...............................................36
   Reports to Contract Owners................................................36
   Sale of the Contract and Sales Commissions................................36
   State Regulation..........................................................36
   Experts...................................................................37
   Litigation and Regulatory Proceedings.....................................37



   Additional Information....................................................37
   Financial Statements......................................................38

DIRECTORS AND OFFICERS.......................................................39

FINANCIAL STATEMENTS OF THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS
OF PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT.....................................A1

CONSOLIDATED FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY
AND ITS SUBSIDIARIES ........................................................B1



              DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS

active investment option -- A variable investment option that has been allocated
an invested premium amount or a loan repayment or transfer at any time while the
Contract is in-force.  An active  investment  option  remains active even if the
current value of the variable investment option is zero.


Additional Amount -- An amount equal to the Contract's net cash value multiplied
by an  Additional  Amount  Factor,  which may be  payable if you  surrender  the
Contract  while it is in-force  and the  conditions  described in Surrender of a
Contract, page 25, are met.


attained age -- The  insured's age on the Contract date plus the number of years
since then.  For any coverage  segment  effective  after the Contract  date, the
insured's  attained age is the issue age of that segment plus the length of time
since its effective date.

basic insurance amount -- The amount of life insurance as shown in the Contract.
Also referred to as "face amount."

cash value -- The same as the  "Contract Fund."

Contract -- The  variable  universal  life  insurance  policy  described in this
prospectus.

Contract anniversary -- The same date as the Contract date in each later year.

Contract  date -- The  date the  Contract  is  effective,  as  specified  in the
Contract.

Contract debt -- The principal amount of all outstanding loans plus any interest
accrued thereon.

Contract Fund -- The total amount credited to a specific  Contract.  On any date
it is  equal  to the sum of the  amounts  invested  in the  variable  investment
options and the principal  amount of any Contract debt plus any interest  earned
thereon.

Contract owner -- You. Unless a different owner is named in the application, the
owner of the Contract is the insured.

Contract  year -- A year  that  starts  on the  Contract  date or on a  Contract
anniversary.  For any portion of a Contract representing an increase,  "Contract
year" is a year that starts on the effective date of the increase. See Increases
in Basic Insurance Amount, page 28.

coverage  segment -- The basic  insurance  amount at issue is the first coverage
segment.  For each increase in basic insurance amount, a new coverage segment is
created for the amount of the increase. See Increases in Basic Insurance Amount,
page 28.

death  benefit -- If the Contract is not in default,  this is the amount we will
pay upon the death of the insured, assuming no Contract debt.

Funds -- Mutual funds with  separate  portfolios.  One or more of the  available
Fund portfolios may be chosen as an underlying investment for the Contract.

Monthly date -- The Contract date and the same date in each subsequent month.

net cash value -- The Contract Fund minus any Contract debt.

Pruco Life Insurance  Company -- Us, we, our,  Pruco Life. The company  offering
the Contract.

segment  allocation  amount -- The amount used to determine the charge for sales
expenses.  It may also be referred to as the "Target  Premium."  See Charges and
Expenses, page 12.

separate  account  --  Amounts  under the  Contract  that are  allocated  to the
variable  investment  options  are held by us in a separate  account  called the
Pruco Life Variable  Universal  Account.  The Separate Account is set apart from
all of the general assets of Pruco Life Insurance Company.


surrender  value -- The amount  payable to the Contract  owner upon surrender of
the Contract.  It is equal to the Contract Fund minus any Contract debt plus any
return of sales charges plus any Additional Amount upon surrender.


Target  Premium -- The same as  "segment  allocation  amount."  See  Charges and
Expenses, page 12.

valuation  period -- The period of time from one  determination  of the value of
the  amount  invested  in  a  variable  investment  option  to  the  next.  Such
determinations are made when the net asset values of the portfolios of the Funds
are calculated,  which is generally at 4:00 p.m. Eastern time on each day during
which the New York Stock Exchange is open.

variable  investment  options  -- The  32  mutual  funds  available  under  this
Contract, whose shares are held in the separate account.

you -- The owner of the Contract.


                                       1


                            INTRODUCTION AND SUMMARY

This Summary  provides a brief overview of the more  significant  aspects of the
Contract.  We  provide  further  detail  in  the  subsequent  sections  of  this
prospectus and in the Contract.

Brief Description of the Contract

The Contract is an individual flexible premium variable universal life insurance
contract.  It is issued by Pruco Life Insurance  Company  ("Pruco  Life",  "us",
"we",  or "our").  These  Contracts  may be issued with a Target Term Rider that
could have a significant  effect on the  performance of your  Contract.  For the
factors  to  consider  when  adding a Target  Term Rider to your  Contract,  see
Riders,  page 19. The Contracts are available on a multiple life basis where the
insureds share a common employment or business  relationship.  The Contracts may
be owned individually or by a corporation, trust, association or similar entity.
The Contract owner will have all rights and privileges  under the Contract.  The
Contracts  may be used for such  purposes  as  funding  non-qualified  executive
deferred compensation or salary continuation plans, retiree medical benefits, or
other purposes.

The Contract is a form of variable  universal life  insurance.  It is based on a
Contract Fund,  the value of which changes every day. The chart below  describes
how the value of your Contract Fund changes.

You may invest premiums in one or more of the 32 available  variable  investment
options. Your Contract Fund value changes every day depending upon the change in
the value of the particular investment options that you have selected.

Although  the value of your  Contract  Fund will  increase if there is favorable
investment performance in the variable investment options you select, investment
returns in the variable  investment options are NOT guaranteed.  There is a risk
that  investment  performance  will be  unfavorable  and that the  value of your
Contract Fund will  decrease.  The risk will be different,  depending upon which
investment  options you choose. See Which Investment Option Should Be Selected?,
page 11.

Variable life insurance contracts are unsuitable as short-term savings vehicles.
Withdrawals and loans may result in adverse tax consequences.  See Tax Treatment
of Contract Benefits, page 33.

Charges

The  following  chart  outlines the  components  of your  Contract  Fund and the
adjustments  which  may be made  including  the  maximum  charges  which  may be
deducted from each premium  payment and from the amounts held in the  designated
investment options. These charges, which are largely designed to cover insurance
costs  and  risks,  as well as sales  and  administrative  expenses,  are  fully
described  under  Charges and Expenses,  page 12. In brief,  and subject to that
fuller  description,  the following  diagram  outlines the maximum charges which
Pruco Life may make:

                      -------------------------------------
                                 Premium Payment
                      -------------------------------------


        --------------------------------------------------------------
          o    less a charge of up to 7.5% of the premiums  paid for
               taxes  attributable  to  premiums.  In Oregon this is
               called a premium based administrative charge.


          o    less a charge for sales  expenses of up to 15% of the
               premiums paid.
        --------------------------------------------------------------

- --------------------------------------------------------------------------------
                             Invested Premium Amount

To be invested in one or a combination of 32 investment portfolios of the Funds.
- --------------------------------------------------------------------------------

                                       2



- --------------------------------------------------------------------------------
                                  Contract Fund

     On the  Contract  Date,  the  Contract  Fund is equal to the  invested
     premium amount minus any of the charges  described  below which may be
     due on that date.  Thereafter,  the value of the Contract Fund changes
     daily.

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

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

                    Pruco Life adjusts the Contract Fund for:

     o    Addition of any new invested premium amounts.

     o    Addition of any increase due to investment  results of the chosen
          variable investment options.

     o    Addition of guaranteed interest at an effective annual rate of 4%
          on the amount of any Contract loan. (Separately, interest charged
          on the loan accrues at an  effective  annual rate of 4.25% or 5%.
          See Contract Loans, page 32.)

     o    Subtraction  of any  decrease  due to  investment  results of the
          chosen variable investment options.

     o    Subtraction of any amount withdrawn.

     o    Subtraction of the charges listed below, as applicable.

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

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

                                  Daily Charges

     o    Management  fees and expenses are deducted  from the Fund assets.
          See Underlying Portfolio Expenses chart, below.

     o    We deduct a daily  mortality and expense risk charge,  equivalent
          to an annual  rate of up to 0.5%,  from  assets  of the  variable
          investment options.

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

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

                                 Monthly Charges

     o    We reduce the Contract Fund by a monthly administrative charge of
          up to $10 plus $0.05 per $1,000 of the basic insurance amount.

     o    We deduct a cost of insurance ("COI") charge.

     o    If the Contract includes riders, we deduct rider charges from the
          Contract Fund.

     o    If the rating class of an insured results in an extra charge,  we
          will deduct that charge from the Contract Fund.

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

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

                           Possible Additional Charges

     o    We  assess  an  administrative  charge  of  up  to  $25  for  any
          withdrawals.

     o    We may  assess  an  administrative  charge  of up to $25  for any
          change in basic insurance amount.

     o    We may  assess  an  administrative  charge  of up to $25  for any
          change in the Target Term Rider coverage amount (see Riders, page
          19).

     o    We assess an administrative charge of up to $25 for each transfer
          exceeding 12 in any Contract year.

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


                                     3





- -----------------------------------------------------------------------------------------------------------------------------------
                          Underlying Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
                 Portfolio                            Investment     Other Expenses      12B-1    Total Contractual    Total Actual
                                                     Advisory Fee                        Fees          Expenses          Expenses*
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
 Series Fund
   Conservative Balanced                                 0.55%            0.xx%           N/A            0.xx%             0.xx%
   Diversified Bond                                      0.40%            0.xx%           N/A            0.xx%             0.xx%
   Equity                                                0.45%            0.xx%           N/A            0.xx%             0.xx%
   Flexible Managed                                      0.60%            0.xx%           N/A            0.xx%             0.xx%
   Global                                                0.75%            0.xx%           N/A            0.xx%             0.xx%
   High Yield Bond                                       0.55%            0.xx%           N/A            0.xx%             0.xx%
   Money Market                                          0.40%            0.xx%           N/A            0.xx%             0.xx%
   Prudential Jennison                                   0.60%            0.xx%           N/A            0.xx%             0.xx%
   Stock Index                                           0.35%            0.xx%           N/A            0.xx%             0.xx%
   Value                                                 0.40%            0.xx%           N/A            0.xx%             0.xx%
   SP Alliance Large Cap Growth                          0.90%            0.xx%           N/A            1.xx%             1.xx%
   SP Davis Value                                        0.75%            0.26%           N/A            1.01%             1.00%
   SP INVESCO Small Company Growth                       0.95%            0.xx%           N/A            1.xx%             1.xx%
   SP PIMCO High Yield                                   0.60%            0.xx%           N/A            0.xx%             0.xx%
   SP PIMCO Total Return                                 0.60%            0.xx%           N/A            0.xx%             0.xx%
   SP Small/Mid Cap Value                                0.90%            0.xx%           N/A            1.xx %            1.xx%

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

 AIM Variable Insurance Funds
   AIM V.I. Value Fund                                   0.61%            0.xx%           N/A            0.xx%             0.xx%
 American Century Variable Portfolios, Inc. (1)
   VP Income & Growth Fund                               0.70%            0.00%           N/A            0.70%             0.70%
   VP Value Fund                                         1.00%            0.00%           N/A            1.00%             1.00%
 Dreyfus Investment Portfolios
   MidCap Stock Portfolio                                0.75%            0.xx%           N/A            1.xx%             1.00%
 Dreyfus Variable Investment Fund
   Small Cap Portfolio                                   0.75%            0.xx%           N/A            0.xx%             0.xx%
 Franklin Templeton Variable Insurance Products
 Trust
   Franklin Small Cap Fund - Class 2                     0.55%            0.xx%          0.25%           1.xx%             1.xx%
 Goldman Sachs Variable Insurance Trust (VIT) (2)
   CORE(SM) Small Cap Equity Fund                        0.80%            0.75%           N/A            1.55%             1.00%
 INVESCO Variable Investment Funds, Inc. (3)
   VIF - Technology Fund                                 0.75%            0.xx%           N/A            1.xx%             1.xx%
   VIF - Utilities Fund                                  0.60%            1.xx%           N/A            1.xx%             1.xx%
 Janus Aspen Series
   Aggressive Growth Portfolio - Service Shares          0.65%            0.02%          0.25%           0.92%             0.92%
   Balanced Portfolio - Service Shares                   0.65%            0.02%          0.25%           0.92%             0.92%
   Growth Portfolio - Institutional Shares (4)           0.65%            0.02%           N/A            0.67%             0.67%
   International Growth Portfolio - Service Shares       0.65%            0.06%          0.25%           0.96%             0.96%
 MFS(R)Variable Insurance Trust(SM) (5)
   Emerging Growth Series                                0.75%            0.10%           N/A            0.85%             0.84%
 Oppenheimer Variable Account Funds
   Aggressive Growth Fund/VA (Service Shares)            0.66%            0.xx%          0.15%           0.xx%             0.xx%
 T. Rowe Price International Series, Inc. (1)
   International Stock Portfolio                         1.05%            0.00%           N/A            1.05%             1.05%
- -----------------------------------------------------------------------------------------------------------------------------------
 * Reflects fee waivers and reimbursement of expenses, if any.
- -----------------------------------------------------------------------------------------------------------------------------------



(1)  American Century Variable  Portfolios,  Inc. / T. Rowe Price  International
     Series, Inc.

     The Investment Advisory Fee includes the ordinary expenses of operating the
     Fund.

(2)  Goldman Sachs Variable Insurance Trust (VIT)

     The Investment  Adviser had  voluntarily  agreed to reduce or limit certain
     Other Expenses to the extent such expenses exceed the percentage  stated in
     the table above (as calculated per annum) of each Fund's respective average
     daily net assets.

(3)  INVESCO Variable Investment Funds, Inc.

     The expense  information  presented in the table has been restated from the
     financials to reflect a change in the administrative  services fee. Certain
     expenses  of the Fund were  absorbed  voluntarily  by  INVESCO  in order to
     ensure that  expenses for the Fund did not exceed 1.25% for the  Technology
     Fund and 1.15% for the Utilities Fund.


                                       4


(4)  Janus Aspen Series

     The table  reflects  expenses  based on expenses  for the fiscal year ended
     December 31, 1999,  restated to reflect a reduction in the management  fee.
     All expenses are shown without the effect of expense offset arrangements.

(5)  MFS(R) Variable Insurance Trust(SM)


     The 0.10% on "Other  Expenses"  does not take into account a 0.01%  expense
     offset  arrangement  with the Fund's custodian and is therefore higher than
     the actual expenses of the Series.


Types of Death Benefit

There are three types of death benefit available. You may choose a Contract with
a Type A (fixed)  death  benefit  under which the cash value  varies  daily with
investment  experience,  and the death  benefit  generally  remains at the basic
insurance amount you initially chose.  However,  the Contract Fund may grow to a
point where the death benefit may increase and vary with investment  experience.
If you choose a Contract with a Type B (variable) death benefit,  the cash value
and the death  benefit  both vary with  investment  experience.  If you choose a
Contract with a Type C (return of premium) death  benefit,  the death benefit is
increased by the amount of premiums  paid into the Contract,  less  withdrawals,
plus  interest at a rate  between 0% and 8% (in 1/2%  increments)  chosen by the
Contract owner. For Type A and Type B death benefits, as long as the Contract is
in-force,  the death benefit will never be less than the basic insurance  amount
shown in your Contract. See Types of Death Benefit, page 17.

Life Insurance Definitional Tests

In order to qualify as life  insurance  for Federal tax  purposes,  the Contract
must  adhere to the  definition  of life  insurance  under  Section  7702 of the
Internal Revenue Code. At issue, the Contract owner chooses one of the following
definition of life  insurance  tests:  (1) Cash Value  Accumulation  Test or (2)
Guideline  Premium  Test.  Under the Cash Value  Accumulation  Test,  there is a
minimum  death benefit to cash value ratio.  Under the  Guideline  Premium Test,
there is a limit to the amount of premiums  that can be paid into the  Contract,
as well as a minimum  death benefit to cash value ratio.  For more  information,
see Tax Treatment of Contract Benefits, page 33.

Premium Payments

The Contract is a flexible premium  contract - there are no scheduled  premiums.
Except for the  minimum  initial  premium,  and  subject to a minimum of $25 per
subsequent payment, you choose the timing and amount of premium payments. Paying
insufficient  premiums,  poor investment results, or taking loans or withdrawals
from the Contract  will increase the  possibility  that the Contract will lapse.
However,  the Contract will remain in-force if the Contract Fund is greater than
zero and more  than any  Contract  debt.  See  Premiums,  page 20 and  Lapse and
Reinstatement, page 27.

We offer and suggest  regular billing of premiums even though you decide when to
make premium payments and, subject to a $25 minimum, in what amounts. You should
discuss your billing options with your Pruco Life  representative when you apply
for the Contract. See Premiums, page 20.

Refund

For a limited time, you may return your Contract for a refund in accordance with
the terms of its "free-look"  provision.  See Short-Term  Cancellation  Right or
"Free-Look," page 17.

For the DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS, see page 1.

The  replacement of life  insurance is generally not in your best  interest.  In
most cases, if you require  additional  coverage,  the benefits of your existing
contract can be protected by purchasing  additional  insurance or a supplemental
contract.  If you are considering  replacing a contract,  you should compare the
benefits and costs of supplementing your existing contract with the benefits and
costs of purchasing  the Contract  described in this  prospectus  and you should
consult with a qualified tax adviser.

This  prospectus may only be offered in  jurisdictions  in which the offering is
lawful. No person is authorized to make any  representations  in connection with
this  offering  other  than  those  contained  in  this  prospectus  and  in the
prospectuses and statements of additional information for the Funds.


                                       5


                 GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE
                   COMPANY, THE PRUCO LIFE VARIABLE UNIVERSAL
                  ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS
                          AVAILABLE UNDER THE CONTRACT

Pruco Life Insurance Company

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


Pruco Life is a wholly-owned  subsidiary of The Prudential  Insurance Company of
America  ("Prudential"),  a mutual  insurance  company founded in 1875 under the
laws of the State of New Jersey.  Prudential is currently pursuing  reorganizing
itself  into a  publicly  traded  stock  company  through  a  process  known  as
"demutualization".  On July 1, 1998,  legislation was enacted in New Jersey that
would  permit  this  conversion  to occur and that  specified  the  process  for
conversion.  On December  15,  2000,  the Board of  Directors  adopted a plan of
reorganization  pursuant to that legislation and authorized management to submit
an  application  to the New Jersey  Commissioner  of Banking and  Insurance  for
approval of the plan. However, demutualization is a complex process and a number
of  additional  steps  must be  taken  before  the  demutualization  can  occur,
including a public hearing,  voting by qualified  policyholders,  and regulatory
approval.  Prudential is planning on completing  this process in 2001, but there
is no certainty that the demutualization  will be completed in this timeframe or
that the necessary  approvals  will be obtained.  Also it is possible that after
careful  review,  Prudential  could decide not to demutualize or could decide to
delay its plans. As a general rule, the plan of reorganization provides that, in
order  for  policies  or  contracts  to be  eligible  for  compensation  in  the
demutualization, they must have been in force on the date the Board of Directors
adopted the plan, December 15, 2000.


Pruco Life Variable Universal Account

We have  established  a  separate  account,  the Pruco Life  Variable  Universal
Account  (the  "Account"),  to hold  the  assets  that are  associated  with the
Contracts.  The Account was  established on April 17, 1989 under Arizona law and
is registered  with the  Securities  and Exchange  Commission  ("SEC") under the
Investment  Company Act of 1940 as a unit investment  trust,  which is a type of
investment  company.  The Account meets the  definition of a "separate  account"
under the federal  securities laws. The Account holds assets that are segregated
from all of Pruco Life's other assets.

Pruco  Life is the legal  owner of the  assets in the  Account.  Pruco Life will
maintain  assets in the Account  with a total market value at least equal to the
reserve and other liabilities relating to the variable benefits  attributable to
the Account.  These assets may not be charged with liabilities  which arise from
any other  business  Pruco Life  conducts.  In  addition  to these  assets,  the
Account's  assets  may  include  funds  contributed  by Pruco  Life to  commence
operation of the Account and may include accumulations of the charges Pruco Life
makes  against the Account.  From time to time these  additional  assets will be
transferred  to Pruco Life's general  account.  Before making any such transfer,
Pruco Life will consider any possible  adverse impact the transfer might have on
the Account.

The obligations to Contract owners and beneficiaries  arising under the Contract
are general corporate obligations of Pruco Life.


Currently, you may choose to invest in 32 available variable investment options.
When you choose a variable  investment  option,  we purchase  shares of a mutual
fund which are held as an  investment  for that option.  We hold these shares in
the 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.  Pruco
Life may add additional variable investment options in the future. The Account's
financial statements begin on page A1.


The Funds

Listed below are the mutual funds (the "Funds") in which the variable investment
options invest, the Funds' investment objectives, and investment advisers.


                                       6


Each Fund has a separate  prospectus that is provided with this prospectus.  You
should  read the Fund  prospectus  before you decide to  allocate  assets to the
variable  investment  option  using that Fund.  There is no  assurance  that the
investment objectives of the Funds will be met.

The Prudential Series Fund, Inc. (the "Series Fund"):

o    Conservative  Balanced  Portfolio:  The  investment  objective  is a  total
     investment  return  consistent with a  conservatively  managed  diversified
     portfolio.  The  Portfolio  invests  in a mix of  equity  securities,  debt
     obligations and money market instruments.

o    Diversified  Bond  Portfolio:  The investment  objective is a high level of
     income over a longer term while providing reasonable safety of capital. The
     Portfolio  invests  primarily  in higher  grade debt  obligations  and high
     quality money market investments.


o    Equity Portfolio:  The investment  objective is capital  appreciation.  The
     Portfolio   invests   primarily  in  common  stocks  of  major  established
     corporations as well as smaller  companies that offer attractive  prospects
     of appreciation.


o    Flexible Managed Portfolio:  The investment objective is a total investment
     return consistent with an aggressively managed diversified  portfolio.  The
     Portfolio invests in a mix of equity securities, debt obligations and money
     market instruments.

o    Global Portfolio:  The investment objective is long-term growth of capital.
     The Portfolio invests primarily in common stocks (and their equivalents) of
     foreign and U.S. companies.

o    High Yield Bond Portfolio: The investment objective is a high total return.
     The Portfolio invests primarily in high yield/high risk debt securities.

o    Money Market Portfolio:  The investment objective is maximum current income
     consistent  with the stability of capital and the maintenance of liquidity.
     The Portfolio  invests in high quality  short-term  debt  obligations  that
     mature in 13 months or less.

o    Prudential  Jennison  Portfolio:  The  investment  objective  is to achieve
     long-term  growth of capital.  The  Portfolio  invests  primarily in equity
     securities  of major  established  corporations  that  offer  above-average
     growth prospects.

o    Stock Index Portfolio:  The investment objective is investment results that
     generally  correspond to the performance of publicly-traded  common stocks.
     The Portfolio  attempts to duplicate the price and yield performance of the
     Standard & Poor's 500 Stock Index (the "S&P 500").


o    Value  Portfolio:  The investment  objective is capital  appreciation.  The
     Portfolio  invests  primarily  in  stocks  that  are  trading  below  their
     underlying asset value, cash generating  ability,  and overall earnings and
     earnings growth.


o    SP Alliance Large Cap Growth Portfolio:  The investment objective is growth
     of  capital by  pursuing  aggressive  investment  policies.  The  Portfolio
     invests primarily in equity securities of U.S. companies.

o    SP Davis Value  Portfolio:  The investment  objective is growth of capital.
     The  Portfolio  invests  primarily in common stock of U.S.  companies  with
     market capitalizations of at least $5 billion.

o    SP INVESCO Small Company  Growth  Portfolio:  The  investment  objective is
     long-term  capital  growth.  Most  holdings  are  in   small-capitalization
     companies - those with market  capitalizations under $2 billion at the time
     of purchase.

o    SP PIMCO High Yield  Portfolio:  The investment  objective is maximum total
     return,  consistent  with  preservation  of capital and prudent  investment
     management.  The Portfolio  invests in high yield securities and investment
     grade fixed income instruments.

o    SP PIMCO  Total  Return  Portfolio:  The  investment  objective  is to seek
     maximum total return,  consistent with  preservation of capital and prudent
     investment management.  The Portfolio invests in a diversified portfolio of
     fixed income instruments of varying maturities.


                                       7


o    SP Small/Mid Cap Value  Portfolio:  The  investment  objective is long-term
     growth of capital.  The Portfolio focuses on common stock of companies with
     small to medium market capitalizations.


Prudential  Investments Fund Management LLC ("PIFM"), a wholly-owned  subsidiary
of  Prudential,  serves as the overall  investment  adviser for the Series Fund.
PIFM will furnish investment advisory services in connection with the management
of the Series Fund portfolios under a "manager-of-managers" approach. Under this
structure,  PIFM is  authorized  to select (with  approval of the Series  Fund's
independent  directors) one or more sub-advisers to handle the actual day-to-day
investment management of each Portfolio. PIFM's business address is 100 Mulberry
Street, Gateway Center Three, 14th floor, Newark, New Jersey 07102.

Jennison  Associates  LLC  ("Jennison"),   also  a  wholly-owned  subsidiary  of
Prudential,  serves as the sole  sub-adviser  for the Global and the  Prudential
Jennison  Portfolios.  Jennison  serves as a  sub-adviser  for a portion  of the
assets of the Equity and the Value  Portfolios.  Jennison's  business address is
466 Lexington Avenue, New York, New York 10017.

Prudential  Investment  Corporation ("PIC"),  also a wholly-owned  subsidiary of
Prudential,  serves as the sole sub-adviser for the Conservative  Balanced,  the
Diversified Bond, the Flexible  Managed,  the High Yield Bond, the Money Market,
and the Stock Index  Portfolios.  PIC's  business  address is 751 Broad  Street,
Newark, New Jersey 07102.

Deutsche Asset Management, Inc. ("Deutsche"), formerly known as Morgan Grenfell,
Inc.,  serves  as a  sub-adviser  for a  portion  of the  assets  of  the  Value
Portfolio.  It is expected that under normal circumstances  Deutsche will manage
approximately  25% of the Portfolio.  Deutsche is a  wholly-owned  subsidiary of
Deutsche Bank AG. Deutsche's  business address is 280 Park Avenue, New York, New
York 10017.

GE Asset Management Incorporated ("GEAM"), serves as a sub-adviser for a portion
of the  assets  of the  Equity  Portfolio.  It is  expected  that  under  normal
circumstances  GEAM will manage  approximately  25% of the Portfolio.  GEAM is a
wholly-owned subsidiary of General Electric Corporation. GEAM's business address
is 777 Long Ridge Road, Building B, Stamford, Connecticut 06927.

Key Asset Management, Inc. ("Key"), serves as a sub-adviser for a portion of the
assets of the Value  Portfolio.  It is expected that under normal  circumstances
Key  will  manage  approximately  25% of the  Portfolio.  Key is a  wholly-owned
subsidiary  of  KeyCorp,  Inc.  Key's  business  address is 127  Public  Square,
Cleveland, Ohio 44114.

Salomon Brothers Asset Management, Inc. ("Salomon"), serves as a sub-adviser for
a portion of the  assets of the  Equity  Portfolio.  It is  expected  that under
normal  circumstances  Salomon will manage  approximately  25% of the Portfolio.
Salomon  is a part of the SSB Citi Asset  Management  Group,  the  global  asset
management  arm of Citigroup,  Inc.  which was formed in 1998 as a result of the
merger of Travelers Group and Citicorp,  Inc.  Salomon's  business  address is 7
World Trade Center, 38th Floor, New York, New York 10048.

Alliance Capital Management,  L.P. ("Alliance") serves as the sub-adviser to the
SP Alliance Large Cap Growth Portfolio. Alliance's principal business address is
1345 Avenue of the Americas, New York, New York 10105.

Davis Selected  Advisers,  L.P.  ("Davis")  serves as the  sub-adviser to the SP
Davis  Value  Portfolio.  The  principal  business  address  for Davis  Selected
Advisers, LP is 124 East Elvira Street, Santa Fe, New Mexico 87501.


Fidelity  Management & Research Company ("FMR") serves as the sub-adviser to the
SP  Small/Mid  Cap Value  Portfolio.  FMR's  principal  business  address  is 82
Devonshire Street, Boston, Massachusetts 02109.


INVESCO  Funds  Group,  Inc.  ("INVESCO")  serves as the  sub-adviser  to the SP
INVESCO Small Company Growth Portfolio.  INVESCO's principal business address is
7800 East Union Avenue, Denver, Colorado 80237.


Pacific Investment Management Company LLC ("PIMCO") serves as the sub-adviser to
the SP PIMCO High  Yield  Portfolio  and the SP PIMCO  Total  Return  Portfolio.
PIMCO's principal  business address is 840 Newport Center Drive,  Newport Beach,
California 92660.


As an  investment  adviser,  PIFM  charges  the Series  Fund a daily  investment
management fee as compensation for its services.  PIFM pays each sub-adviser out
of the fee that  PIFM  receives  from  the  Series  Fund.  See  Deductions  from
Portfolios, page 13.



                                       8


AIM Variable Insurance Funds:

o    AIM V.I.  Value Fund.  The  investment  objective  is  long-term  growth of
     capital. Income is a secondary objective.

A I M  Advisors,  Inc.  ("AIM") is the  investment  adviser  for this fund.  The
principal  business  address for AIM is 11 Greenway Plaza,  Suite 100,  Houston,
Texas 77046-1173.

American Century Variable Portfolios, Inc.:

o    American  Century VP Income & Growth  Fund.  The  investment  objective  is
     growth of capital by  investing  in common  stocks.  Income is a  secondary
     objective.  The Fund seeks to achieve its objective by investing  primarily
     from the largest 1,500 publicly traded U.S. companies.

o    American  Century VP Value Fund.  The  investment  objective  is  long-term
     growth of  capital.  Income is a  secondary  objective.  The Fund  seeks to
     achieve its  objective  by  investing  primarily  in equity  securities  of
     well-established     companies    with     intermediate-to-large     market
     capitalizations  that are believed by management to be  undervalued  at the
     time of purchase.

American Century Investment Management,  Inc. ("ACIM") is the investment adviser
for this fund. ACIM's principal business address is American Century Tower, 4500
Main Street,  Kansas City, Missouri 64111. The principal underwriter of the fund
is American Century Services,  Inc.,  located at 4500 Main Street,  Kansas City,
Missouri 64111.

Dreyfus Investment Portfolios:

o    MidCap Stock Portfolio.  The investment  objective is to achieve investment
     results  that are greater  than the total  return  performance  of publicly
     traded common stocks of medium-size domestic companies in the aggregate, as
     represented by the Standard and Poor's MidCap 400(R) Index ("S&P 400"). The
     portfolio  invests  primarily  in growth  and value  stocks of  medium-size
     companies.

Dreyfus Variable Investment Fund:

o    Small Cap  Portfolio.  The  investment  objective  is to  maximize  capital
     appreciation. The Portfolio generally invests at least 65% of its assets in
     the common  stock of U.S.  and foreign  companies.  The  Portfolio  invests
     primarily in small-cap companies with total market values of less than $1.5
     billion.

The Dreyfus  Corporation  ("Dreyfus") is the  investment  adviser to each of the
above  mentioned  portfolios.  The principal  distributor  of the  portfolios is
Dreyfus  Services  Corporation  ("DSC").  Dreyfus' and DSC's principal  business
address is 200 Park Avenue, New York, New York 10166.

Franklin Templeton Variable Insurance Products Trust:

o    Franklin  Small Cap Fund - Class 2. The  investment  objective is long-term
     growth of capital.  The Fund invests primarily in equity securities of U.S.
     small capitalization growth companies.

Franklin  Advisers,  Inc.  (Advisers)  is the  Fund's  investment  manager.  The
principal  business address for Franklin  Advisers,  Inc. is 777 Mariners Island
Boulevard, San Mateo, California 94403-7777.

Goldman Sachs Variable Insurance Trust (VIT):


o    CORE(SM)  Small Cap Equity  Fund.  The  investment  objective  is long-term
     growth  of  capital.  The Fund  seeks  this  objective  through  a  broadly
     diversified  portfolio  of  equity  securities  of U.S.  issuers  which are
     included in the Russell 2000 Index at the time of investment.


Goldman Sachs Asset  Management  ("GSAM"),  a unit of the Investment  Management
Division of Goldman, Sachs & Co. ("Goldman Sachs"), serves as investment adviser
to the CORES(SM) Small Cap Equity Fund. GSAM's principal  business address is 32
Old Slip, New York, New York 10005.


                                       9


INVESCO Variable Investment Funds, Inc.:

o    VIF - Technology  Fund. The investment  objective is capital  appreciation.
     The Fund invests primarily in the equity securities of companies engaged in
     technology-related industries.

o    VIF - Utilities Fund. The investment  objective is capital appreciation and
     income.  The Fund  invests  at least 80% of its assets in  companies  doing
     business in the utilities economic sector.

INVESCO  Funds Group,  Inc.  ("INVESCO")  serves as the  investment  adviser and
principal underwriter of each of the above-mentioned  funds. INVESCO's principal
business address is 7800 E. Union Avenue, Denver, Colorado 80237.

Janus Aspen Series:

o    Aggressive Growth Portfolio - Service Shares.  The investment  objective is
     long-term  growth of  capital.  The  Portfolio  invests at least 50% of its
     equity assets in securities issued by medium-sized companies.

o    Balanced Portfolio - Service Shares. The investment  objective is long-term
     growth of capital, consistent with preservation of capital, and balanced by
     current  income.  The Portfolio  invests 40-60% of its assets in securities
     selected  primarily for their growth  potential and 40-60% of its assets in
     securities selected primarily for their income potential.

o    Growth  Portfolio -  Institutional  Shares.  The  investment  objective  is
     long-term growth of capital in a manner consistent with the preservation of
     capital.  The Portfolio invests primarily in common stocks of larger,  more
     established issuers.

o    International  Growth Portfolio - Service Shares. The investment  objective
     is long-term growth of capital.  The Portfolio  invests primarily in common
     stocks of issuers located outside the United States.

Janus Capital  Corporation is the investment  adviser and is responsible for the
day-to-day  management  of the  portfolio  and  other  business  affairs  of the
portfolio.  Janus  Capital  Corporation's  principal  business  address  is  100
Fillmore Street, Denver, Colorado 80206-4928.

MFS(R) Variable Insurance Trust(SM):

o    Emerging  Growth Series.  The investment  objective is long-term  growth of
     capital. The Series invests,  under normal market conditions,  at least 65%
     of its total  assets in common  stocks and related  securities  of emerging
     growth companies.

MFS Investment  Management(R)  ("Massachusetts  Financial Services Company"),  a
Delaware  corporation,  is the  investment  adviser  to  this  MFS  Series.  The
principal  business  address for MFS  Investment  Management(R)  is 500 Boylston
Street, Boston, Massachusetts 02116.

Oppenheimer Variable Account Funds:

o    Aggressive  Growth Fund/VA (Service  Shares).  The investment  objective is
     capital  appreciation  by investing in "growth  type"  companies.  The Fund
     invests primarily is stocks of mid-cap companies.

OppenheimerFunds,  Inc. is the  investment  manager for this Fund. The principal
business  address for  OppenheimerFunds,  Inc. is Two World Trade  Center,  34th
Floor, New York, New York 10048-0203.

T. Rowe Price International Series, Inc.:

o    International Stock Portfolio. The investment objective is long-term growth
     of capital The Portfolio invests primarily in common stocks of established,
     non-U.S. companies.


                                       10


T. Rowe Price  International,  Inc. is the investment manager for this fund. The
principal  business  address for T. Rowe Price  International,  Inc. is 100 East
Pratt Street, Baltimore, Maryland 21202.

The investment  advisers for the Funds charge a daily investment  management fee
as compensation for their services.  These fees are described in the table under
Deductions from Portfolios in the Charges and Expenses section, page 13, and are
more fully described in the prospectus for each Fund.

In the future it may become disadvantageous for both variable life insurance and
variable  annuity  contract  separate  accounts to invest in the same underlying
mutual funds. Although neither of the companies that invest in the Funds nor the
Funds currently foresee any such  disadvantage,  the Board of Directors for each
Fund  intends to  monitor  events in order to  identify  any  material  conflict
between  variable life  insurance and variable  annuity  contract  owners and to
determine what action, if any, should be taken.  Material conflicts could result
from such things as:

(1)  changes in state insurance law;

(2)  changes in federal income tax law;

(3)  changes in the investment management of any portfolio of the Funds; or

(4)  differences  between voting  instructions  given by variable life insurance
     and variable annuity contract owners.

Pruco Life may be  compensated  by an affiliate of each of the Funds (other than
the  Prudential  Series  Fund)  based upon an annual  percentage  of the average
assets  held in the Fund by Pruco Life under the  Contracts.  These  percentages
vary by Fund, and reflect  administrative  and other services  provided by Pruco
Life.

Voting Rights

We are the legal owner of the shares of the Funds  associated  with the variable
investment options. However, we vote the shares in the Funds according to voting
instructions we receive from Contract owners. 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  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.  Should the applicable  federal  securities laws or regulations,  or
their current  interpretation,  change so as to permit Pruco Life to vote shares
of the Funds in its own right, it may elect to do so.

Which Investment Option Should Be Selected?

Historically,  for investments held over relatively long periods, the investment
performance  of common  stocks has  generally  been superior to that of short or
long-term debt  securities,  even though common stocks have been subject to much
more  dramatic  changes  in value  over  short  periods  of  time.  Accordingly,
portfolios such as the Equity, Global,  Prudential Jennison, Stock Index, Value,
SP Alliance Large Cap Growth,  SP Davis Value,  SP INVESCO Small Company Growth,
SP Small/Mid Cap Value,  AIM V.I. Value Fund,  American  Century Income & Growth
Fund,  American Century VP Value Fund,  Dreyfus MidCap Stock Portfolio,  Dreyfus
Small Cap Portfolio,  Franklin  Small Cap Fund,  CORE(SM) Small Cap Equity Fund,
INVESCO  Technology  Fund,  INVESCO  Utilities  Fund,  Janus  Aggressive  Growth
Portfolio, Janus Balanced Portfolio, Janus Growth Portfolio, Janus International
Growth  Portfolio,  MFS Emerging Growth Series,  Oppenheimer  Aggressive  Growth
Fund, or T. Rowe Price International Stock Portfolio may be desirable options if
you are willing to accept such volatility in your Contract  values.  Each equity
portfolio involves different policies and investment risks.

You may prefer the somewhat  greater  protection  against loss of principal (and
reduced  chance of high total return)  provided by the  Diversified  Bond and SP
PIMCO Total Return Portfolios. You may want even greater safety of principal and
may prefer the Money Market Portfolio,  recognizing that the level of short-term
rates may change rather  rapidly.  If you are willing to take risks and possibly
achieve a higher total return,  you may prefer the High Yield Bond Portfolio and
the SP PIMCO High Yield  Portfolio,  recognizing  that the risks are greater for
lower  quality bonds with normally  higher  yields.  You may wish to divide your
invested  premium  among two or more of the  portfolios.  You may wish to obtain
diversification by relying on Prudential's judgment for an appropriate asset mix
by choosing the Conservative Balanced or Flexible Managed Portfolio.


                                       11


Your choice  should take into  account  your  willingness  to accept  investment
risks, how your other assets are invested,  and what investment  results you may
experience in the future. You should consult your Pruco Life representative from
time to time about the choices  available to you under the Contract.  Pruco Life
recommends  against  frequent  transfers among the several  options.  Experience
generally   indicates   that  "market   timing"   investing,   particularly   by
non-professional investors, is likely to prove unsuccessful.

                            DETAILED INFORMATION FOR
                           PROSPECTIVE CONTRACT OWNERS

Charges and Expenses

This  section  provides  a more  detailed  description  of each  charge  that is
described briefly in the chart on page 3.

In  several  instances  we will use the  terms  "maximum  charge"  and  "current
charge."  The "maximum  charge," in each  instance,  is the highest  charge that
Pruco Life is entitled to make under the Contract.  The "current  charge" is the
lower  amount  that Pruco Life is now  charging.  If  circumstances  change,  we
reserve the right to increase  each current  charge,  up to the maximum  charge,
without giving any advance notice.

Deductions from Premium Payments


(a)  We charge up to 7.5% for taxes  attributable to premiums (in Oregon this is
     called a premium based administrative  charge). For these purposes,  "taxes
     attributable to premiums" shall include any federal, state or local income,
     premium,  excise,  business or any other type of tax (or component thereof)
     measured  by or based upon the amount of premium  received  by Pruco  Life.
     That charge is made up of two parts which  currently equal a total of 3.75%
     of the  premiums  received.  The first part is a charge for state and local
     premium  taxes.  The  current  amount  for this  first  part is 2.5% of the
     premium and is Pruco Life's  estimate of the average  burden of state taxes
     generally.  Tax rates vary from  jurisdiction to jurisdiction and generally
     range from 0% to 5%. The rate  applies  uniformly  to all  Contract  owners
     without regard to state of residence.  Pruco Life may collect more for this
     charge than it actually pays for state and local premium taxes.  The second
     part is for federal income taxes measured by premiums,  and it is currently
     equal to 1.25% of  premiums.  We believe  that this charge is a  reasonable
     estimate of an increase in its federal  income taxes  resulting from a 1990
     change in the  Internal  Revenue  Code.  It is  intended  to  recover  this
     increased  tax.  During  2000 and  1999,  Pruco  Life  received  a total of
     approximately $XX,000 and $96,000,  respectively,  in taxes attributable to
     premiums.


(b)  We will deduct a charge for sales  expenses.  This  charge,  often called a
     "sales  load",  is  deducted to  compensate  us for the cost of selling the
     Contracts,   including  commissions,   advertising  and  the  printing  and
     distribution of prospectuses and sales  literature.  A portion of the sales
     load may be returned to you if the Contract is surrendered during the first
     four Contract years. See Return of Sales Charges, below.

     The amount used to  determine  the charge for sales  expenses is called the
     "segment allocation amount" in your Contract. It may also be referred to as
     the Target  Premium.  Target  Premiums  vary by the age, sex (except  where
     unisex rates apply),  smoking  status,  and rating class of the insured and
     will drop to zero after 10 years.  Each coverage segment has its own Target
     Premium. Target Premiums for each coverage segment are shown in the Segment
     Table located in your Contract data pages.


     For the  first ten years of each  coverage  segment  we charge up to 15% of
     premiums  received  each year up to the Target  Premium and up to 2% on any
     excess. In years 11 and later of each coverage segment,  we charge up to 2%
     of premiums received.  Currently,  for each coverage segment,  we charge 13
     1/2% of premiums received up to the Target Premium and 2% of any excess for
     the first  seven  years (10 years,  for  Contracts  dated prior to July 16,
     2001) of the coverage segment and 2% of premiums received in all subsequent
     years of the coverage  segment.  For  information on determining  the sales
     expense  charge if there are two or more coverage  segments in effect,  see
     Increases in Basic Insurance Amount, page 28.


     Attempting to structure the timing and amount of premium payments to reduce
     the  potential  sales load may  increase the risk that your  Contract  will
     lapse without value. In addition,  there are circumstances where payment of
     premiums that are too large may cause the Contract to be characterized as a
     Modified Endowment Contract,


                                       12



     which could be significantly disadvantageous. See Tax Treatment of Contract
     Benefits,  page 33.  During 2000 and 1999,  Pruco Life  received a total of
     approximately $XXX,000 and $210,000, respectively, in sales charges.


Return of Sales Charges

If the Contract is fully surrendered within the first four Contract years and it
is not in default, Pruco Life will return 50% of any sales charges deducted from
premiums  paid  within 24  months  prior to the date  Pruco  Life  receives  the
surrender request at a Home Office.

Deductions from Portfolios

We deduct an investment advisory fee daily from each portfolio of the Funds at a
rate, on an annualized basis, ranging from 0.35% for the Series Fund Stock Index
Portfolio  to 1.05% for the T. Rowe Price  International  Stock  Portfolio.  The
expenses  incurred in conducting  the  investment  operations of the  portfolios
(such as custodian fees and preparation and  distribution of annual reports) are
paid out of the portfolio's  income.  These expenses also vary from portfolio to
portfolio.


The total  expenses of each  portfolio  for the year ended  December  31,  2000,
expressed  as a  percentage  of the average  assets  during the year,  are shown
below:



                                       13





- -----------------------------------------------------------------------------------------------------------------------------------
                                                     Total Portfolio Expenses
- -----------------------------------------------------------------------------------------------------------------------------------
              Portfolio                                Investment      Other         12B-1  Total Contractual   Total Actual
                                                      Advisory Fee    Expenses       Fees        Expenses         Expenses*
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
 Series Fund
   Conservative Balanced                                  0.55%         0.xx%         N/A          0.xx%            0.xx%
   Diversified Bond                                       0.40%         0.xx%         N/A          0.xx%            0.xx%
   Equity                                                 0.45%         0.xx%         N/A          0.xx%            0.xx%
   Flexible Managed                                       0.60%         0.xx%         N/A          0.xx%            0.xx%
   Global                                                 0.75%         0.xx%         N/A          0.xx%            0.xx%
   High Yield Bond                                        0.55%         0.xx%         N/A          0.xx%            0.xx%
   Money Market                                           0.40%         0.xx%         N/A          0.xx%            0.xx%
   Prudential Jennison                                    0.60%         0.xx%         N/A          0.xx%            0.xx%
   Stock Index                                            0.35%         0.xx%         N/A          0.xx%            0.xx%
   Value                                                  0.40%         0.xx%         N/A          0.xx%            0.xx%
   SP Alliance Large Cap Growth                           0.90%         0.xx%         N/A          1.xx%            1.xx%
   SP Davis Value                                         0.75%         0.26%         N/A          1.01%            1.00%
   SP INVESCO Small Company Growth                        0.95%         0.xx%         N/A          1.xx%            1.xx%
   SP PIMCO High Yield                                    0.60%         0.xx%         N/A          0.xx%            0.xx%
   SP PIMCO Total Return                                  0.60%         0.xx%         N/A          0.xx%            0.xx%
   SP Small/Mid Cap Value                                 0.90%         0.xx%         N/A          1.xx%            1.xx%

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

 AIM Variable Insurance Funds
   AIM V.I. Value Fund                                    0.61%         0.xx%         N/A          0.xx%            0.xx%
 American Century Variable Portfolios, Inc. (1)
   VP Income & Growth Fund                                0.70%         0.00%         N/A          0.70%            0.70%
   VP Value Fund                                          1.00%         0.00%         N/A          1.00%            1.00%
 Dreyfus Investment Portfolios
   MidCap Stock Portfolio                                 0.75%         0.xx%         N/A          1.xx%            1.00%
 Dreyfus Variable Investment Fund
   Small Cap Portfolio                                    0.75%         0.xx%         N/A          0.xx%            0.xx%
 Franklin Templeton Variable Insurance Products Trust
   Franklin Small Cap Fund - Class 2                      0.55%         0.xx%        0.25%         1.xx%            1.xx%
 Goldman Sachs Variable Insurance Trust (VIT) (2)
   CORE(SM) Small Cap Equity Fund                         0.80%         0.75%         N/A          1.55%            1.00%
 INVESCO Variable Investment Funds, Inc. (3)
   VIF - Technology Fund                                  0.75%         0.xx%         N/A          1.xx%            1.xx%
   VIF - Utilities Fund                                   0.60%         1.xx%         N/A          1.xx%            1.xx%
 Janus Aspen Series
   Aggressive Growth Portfolio - Service Shares           0.65%         0.02%        0.25%         0.92%            0.92%
   Balanced Portfolio - Service Shares                    0.65%         0.02%        0.25%         0.92%            0.92%
   Growth Portfolio - Institutional Shares (4)            0.65%         0.02%         N/A          0.67%            0.67%
   International Growth Portfolio - Service Shares        0.65%         0.06%        0.25%         0.96%            0.96%
 MFS(R)Variable Insurance Trust(SM) (5)
   Emerging Growth Series                                 0.75%         0.10%         N/A          0.85%            0.84%
 Oppenheimer Variable Account Funds
   Aggressive Growth Fund/VA (Service Shares)             0.66%         0.xx%        0.15%         0.xx%            0.xx%
 T. Rowe Price International Series, Inc. (1)
   International Stock Portfolio                          1.05%         0.00%         N/A          1.05%            1.05%
- -----------------------------------------------------------------------------------------------------------------------------------
 * Reflects fee waivers, reimbursement of expenses, or expense reductions, if any.
- -----------------------------------------------------------------------------------------------------------------------------------



(1)  American Century Variable  Portfolios,  Inc. / T. Rowe Price  International
     Series, Inc.

     The Investment Advisory Fee includes the ordinary expenses of operating the
     Fund.

(2)  Goldman Sachs Variable Insurance Trust (VIT)

     The Investment  Adviser had  voluntarily  agreed to reduce or limit certain
     Other Expenses to the extent such expenses exceed the percentage  stated in
     the table above (as calculated per annum) of each Fund's respective average
     daily net assets.

(3)  INVESCO Variable Investment Funds, Inc.

     The expense  information  presented in the table has been restated from the
     financials to reflect a change in the administrative  services fee. Certain
     expenses  of the Fund were  absorbed  voluntarily  by  INVESCO  in order to
     ensure that  expenses for the Fund did not exceed 1.25% for the  Technology
     Fund and 1.15% for the Utilities Fund.


                                       14


(4)  Janus Aspen Series

     The table  reflects  expenses  based on expenses  for the fiscal year ended
     December 31, 1999,  restated to reflect a reduction in the management  fee.
     All expenses are shown without the effect of expense offset arrangements.

(5)  MFS(R) Variable Insurance Trust(SM)


     The 0.10% on "Other  Expenses"  does not take into account a 0.01%  expense
     offset  arrangement  with the Fund's custodian and is therefore higher than
     the actual expenses of the Series.


The  expenses  relating to the Funds  (other than those of the Series Fund) have
been  provided  to Pruco  Life by the Funds.  Pruco  Life has not  independently
verified them.

Daily Deduction from the Contract Fund


Each day we deduct a charge from the assets of each of the  variable  investment
options in an amount  equivalent  to an  effective  annual  rate of up to 0.50%.
Currently,  we intend to charge  0.20%.  This charge is  intended to  compensate
Pruco Life for assuming  mortality  and expense  risks under the  Contract.  The
mortality  risk assumed is that  insureds  may live for shorter  periods of time
than Pruco Life estimated when it determined what mortality  charge to make. The
expense risk assumed is that expenses  incurred in issuing and administering the
Contract will be greater than Pruco Life estimated in fixing its  administrative
charges.  During  2000 and 1999,  Pruco Life  received a total of  approximately
$XX,000 and $0, respectively, in mortality and expense risk charges.


Monthly Deductions from the Contract Fund

Pruco Life deducts the following monthly charges proportionately from the dollar
amounts held in each of the chosen investment option[s].

(a)  An  administrative  charge based on the basic insurance amount is deducted.
     The charge is intended to compensate us for things like processing  claims,
     keeping records and  communicating  with Contract  owners.  Currently,  the
     charge is equal to $10 per month. Pruco Life reserves the right, however to
     charge up to $10 per  Contract  plus  $0.05 per  $1,000 of basic  insurance
     amount each month.


     For example,  a Contract with a basic  insurance  amount of $100,000  would
     currently  have a charge  equal to $10.  The  maximum  charge for this same
     Contract would be $10 plus $5 for a total of $15 per month. During 2000 and
     1999,  Pruco Life  received a total of  approximately  $XX,000  and $1,000,
     respectively, in monthly administrative charges.


(b)  A cost of insurance  ("COI") charge is deducted.  When an insured dies, the
     amount payable to the  beneficiary  (assuming there is no Contract debt) is
     larger than the Contract Fund - significantly larger if the insured dies in
     the early years of a Contract. The cost of insurance charges collected from
     all Contract  owners  enables Pruco Life to pay this larger death  benefit.
     The  maximum COI charge is  determined  by  multiplying  the "net amount at
     risk" under a Contract  (the amount by which the  Contract's  death benefit
     exceeds the Contract Fund) by maximum COI rates.  The maximum COI rates are
     based upon the 1980  Commissioners  Standard Ordinary ("CSO") Tables and an
     insured's  current  attained  age, sex (except  where unisex rates  apply),
     smoker/non-smoker  status,  and extra rating  class,  if any. At most ages,
     Pruco  Life's  current  COI rates are lower  than the  maximum  rates.  For
     additional information, see Increases in Basic Insurance Amount, page 28.

(c)  You may add a Target Term Rider to the  Contract.  If you add this rider to
     the basic Contract, additional charges will be deducted.

(d)  If an insured is in a  substandard  risk  classification  (for  example,  a
     person in a hazardous occupation), additional charges will be deducted.

(e)  Although the Account is registered as a unit investment  trust, it is not a
     separate taxpayer for purposes of the Code. The earnings of the Account are
     taxed as part of the  operations  of Pruco  Life.  Currently,  no charge is
     being made to the Account for Pruco Life's  federal  income taxes.  We will
     review the  question of a charge to the Account  for Pruco  Life's  federal
     income taxes periodically.  Such a charge may be made in the future for any
     federal income taxes that would be attributable to the Account.


                                       15


     Under current law,  Pruco Life may incur state and local taxes (in addition
     to premium  taxes) in  several  states.  At  present,  these  taxes are not
     significant  and they are not charged  against the  Account.  If there is a
     material  change in the applicable  state or local tax laws, the imposition
     of any such taxes upon Pruco Life that are  attributable to the Account may
     result in a corresponding charge against the Account.

Transaction Charges

(a)  We currently charge an administrative processing fee equal to the lesser of
     $25 or 2% of the withdrawal amount in connection with each withdrawal.

(b)  We currently do not charge an  administrative  processing fee in connection
     with a change in basic insurance  amount. We reserve the right to make such
     a charge  in an  amount  of up to $25 for any  change  in  basic  insurance
     amount.

(c)  We will  charge  an  administrative  processing  fee of up to $25 for  each
     transfer exceeding 12 in any Contract year.

(d)  We may charge an administrative  processing fee of up to $25 for any change
     in the Target Term Rider coverage amount for Contracts with this rider.

Reduction of Charges

We reserve the right to reduce the sales charges and/or other charges on certain
multiple  life  sales,  where it is  expected  that the amount or nature of such
multiple sales will result in savings of sales,  administrative  or other costs.
We  determine  both the  eligibility  for such reduced  charges,  as well as the
amount of such reductions, by considering the following factors:

(1)  the number of individuals;

(2)  the total  amount of premium  payments  expected to be received  from these
     Contracts;

(3)  the nature of the association  between these individuals,  and the expected
     persistency of the individual Contracts;

(4)  the purpose for which the  individual  Contracts  are purchased and whether
     that purpose makes it likely that costs will be reduced; and

(5)  any other  circumstances  which we believe to be  relevant  in  determining
     whether reduced costs may be expected.

Some  of the  reductions  in  charges  for  these  sales  may  be  contractually
guaranteed.  We may withdraw or modify other  reductions on a uniform basis. Our
reductions in charges for these Contracts will not be unfairly discriminatory to
the interests of any Contract owners.

Requirements for Issuance of a Contract

Pruco Life offers the Contract on a fully  underwritten,  simplified  issue, and
guaranteed issue basis.  Fully  underwritten  Contracts  require  individualized
evidence  of the  insured's  insurability  and rating  class.  Simplified  issue
Contracts reflect underwriting risk factors related to the issue of the Contract
as one of several Contracts requiring some medical  underwriting of the proposed
insureds.  Conversely,  guaranteed  issue  Contracts  are  issued  with  minimal
underwriting  but may only be  issued in  certain  circumstances  on  associated
individuals,  such as employees of a company who meet  criteria  established  by
Pruco Life.

Pruco Life sets minimum  face  amounts  that it offers.  The minimum face amount
offered  may depend on whether the  Contract is issued on a fully  underwritten,
simplified  issue or guaranteed issue basis.  Currently,  the minimum total face
amount  (basic  insurance  amount  plus any Target  Term Rider  coverage  amount
combined)  that can be  applied  for is  $100,000  for all three  aforementioned
underwriting  bases. If the Target Term Rider is added to the Contract,  neither
the basic  insurance  amount  nor the  rider  coverage  amount  can be less than
$5,000.  See Riders,  page 19. Pruco Life may reduce the minimum face amounts of
the  Contracts it will issue.  Furthermore,  the Contract  owner may establish a
schedule under which the basic insurance amount increases on designated Contract
anniversaries. See Increases in Basic Insurance Amount, page 28.


                                       16


Generally,  the Contract may be issued on insureds between the ages of 20 and 75
for  fully  underwritten  Contracts  and  between  the  ages  of 20  and  64 for
simplified and guaranteed  issue  Contracts.  In its discretion,  Pruco Life may
issue the Contract on insureds of other ages.

Short-Term Cancellation Right or "Free-Look"

Generally,  you may return the  Contract  for a refund  within 10 days after you
receive it. Some states  allow a longer  period of time during  which a Contract
may be returned for a refund.  You can request a refund by mailing or delivering
the Contract to the  representative  who sold it or to the Home Office specified
in the Contract. A Contract returned according to this provision shall be deemed
void from the beginning.  You will then receive a refund of all premium payments
made,  plus or minus  any  change  due to  investment  experience.  However,  if
applicable law so requires and you exercise your short-term  cancellation right,
you will receive a refund of all premium  payments made,  with no adjustment for
investment  experience.  For  information on how premium  payments are allocated
during the "free-look" period, see Allocation of Premiums, page 20.

Types of Death Benefit

You may select from three types of death benefits.  Generally, a Contract with a
Type A (fixed) death  benefit has a death  benefit equal to the basic  insurance
amount. This type of death benefit does not vary with the investment performance
of the investment options you selected, except in certain circumstances. See How
a Type A (Fixed)  Contract's  Death  Benefit Will Vary,  page 22. The payment of
additional premiums and favorable  investment results of the variable investment
options to which the assets  are  allocated  will  generally  increase  the cash
value. See How a Contract's Surrender Value Will Vary, page 22.

A Contract with a Type B (variable) death benefit has a death benefit which will
generally  equal the basic  insurance  amount plus the Contract Fund.  Since the
Contract Fund is a part of the death benefit,  favorable investment  performance
and payment of additional  premiums generally result in an increase in the death
benefit as well as in the cash value.  Over time,  however,  the increase in the
cash value will be less than under a Type A (fixed)  Contract.  This is because,
given two  Contracts  with the same basic  insurance  amount and equal  Contract
Funds,  generally the cost of insurance charge for a Type B (variable)  Contract
will be greater.  Unfavorable investment performance will result in decreases in
the death benefit and in the cash value.  But, as long as the Contract is not in
default,  the death benefit may not fall below the basic insurance amount stated
in the Contract. See How a Contract's Surrender Value Will Vary, page 22 and How
a Type B (Variable) Contract's Death Benefit Will Vary, page 23.

A Contract  with a Type C (return of premium)  death benefit has a death benefit
which will generally  equal the basic  insurance  amount plus the total premiums
paid  into the  Contract  less  withdrawals,  accumulated  at an  interest  rate
(between 0% and 8%; in 1/2% increments) chosen by the Contract owner to the date
of death.  This death benefit allows the Contract owner,  in effect,  to recover
the cost of the Contract, plus a predetermined rate of return, upon the death of
the insured. Under certain circumstances, it is possible for a Type C Contract's
death benefit to fall below the basic  insurance  amount.  Favorable  investment
performance  and payment of  additional  premiums  will  generally  increase the
Contract's cash value.  Over time,  however,  the increase in cash value will be
less than under a Type A (fixed) Contract.  See How a Contract's Surrender Value
Will Vary, page 22 and How a Type C (Return of Premium) Contract's Death Benefit
Will Vary, page 24.

In choosing a death benefit type, you should also consider whether you intend to
use the withdrawal  feature.  Contract owners of Type A (fixed) Contracts should
note that any  withdrawal  may  result  in a  reduction  of the basic  insurance
amount.  In  addition,  we will not  allow  you to make a  withdrawal  that will
decrease the basic insurance  amount below the minimum basic  insurance  amount.
Furthermore,  the sum of the basic  insurance  amount and the Target  Term Rider
must equal or exceed $100,000. See Requirements for Issuance of a Contract, page
16. For Type B (variable) and Type C (return of premium) Contracts,  withdrawals
will not change the basic insurance amount. See Withdrawals, page 27.

Changing the Type of Death Benefit

You may change the type of death benefit at any time and subject to Pruco Life's
approval.  We will increase or decrease the basic  insurance  amount so that the
death benefit immediately after the change matches the death benefit immediately
before the change.


                                       17


If you are changing your  Contract's type of death benefit from a Type A (fixed)
to a Type B (variable) death benefit,  we will reduce the basic insurance amount
by the amount in your Contract Fund on the date the change takes place.

If you are changing from a Type A (fixed) to a Type C (return of premium)  death
benefit,  we will change the basic  insurance  amount by  subtracting  the total
premiums paid on this Contract  minus total  withdrawals  on the date the change
takes effect.

If you are changing from a Type B (variable) to a Type A (fixed) death  benefit,
we will increase the basic insurance  amount by the amount in your Contract Fund
on the date the change takes place.

If you are  changing  from a Type B  (variable)  to a Type C (return of premium)
death  benefit,  we first find the  difference  between:  (1) the amount in your
Contract  Fund and (2) the total  premiums  paid on this  Contract  minus  total
withdrawals,  determined on the date the change takes  effect.  If (1) is larger
than (2), we will increase the basic insurance amount by that difference. If (2)
is  larger  than  (1),  we  will  reduce  the  basic  insurance  amount  by that
difference.

If you are changing  from a Type C (return of premium) to a Type A (fixed) death
benefit,  we will change the basic insurance amount by adding the total premiums
paid minus total  withdrawals to this Contract both accumulated with interest at
the rate(s) chosen by the Contract owner on the date the change takes place.

If you are  changing  from a Type C (return of premium)  to a Type B  (variable)
death benefit, we first find the difference  between:  (1) the Contract Fund and
(2) the total  premiums  paid minus  total  withdrawals  to this  Contract  both
accumulated  with interest at the rate(s) chosen by the Contract owner as of the
date the change  takes  place.  If (2) is larger than (1), we will  increase the
basic insurance  amount by that  difference.  If (1) is larger than (2), we will
reduce the basic insurance amount by that difference.

The basic  insurance  amount  after a change may not be lower  than the  minimum
basic insurance amount applicable to the Contract.  In addition,  the sum of the
basic insurance  amount and the Target Term Rider must equal or exceed $100,000.
See  Requirements  for Issuance of a Contract,  page 16. We reserve the right to
make an  administrative  processing  charge  of up to $25 for any  change in the
basic  insurance  amount,  although we do not  currently  do so. See Charges and
Expenses, page 12.

The following chart  illustrates the changes in basic insurance amount with each
change of death  benefit  type  described  above.  The  chart  assumes a $50,000
Contract  Fund and a $300,000  death  benefit.  For changes to and from a Type C
death  benefit,  the  chart  assumes  $40,000  in  total  premiums  minus  total
withdrawals and the rate chosen to accumulate premiums minus withdrawals is 0%.

               ---------------------------------------------------
                             Basic Insurance Amount
               ===================================================
                   FROM                           TO
               ---------------------------------------------------
                  Type A              Type B              Type C
                 $300,000            $250,000            $260,000
               ---------------------------------------------------
                  Type B              Type A              Type C
                 $250,000            $300,000            $260,000
               ---------------------------------------------------
                  Type C              Type A              Type B
                 $260,000            $300,000            $250,000
               ---------------------------------------------------

To request a change,  fill out an  application  for change which can be obtained
from your Pruco Life representative or a Home Office. If the change is approved,
we will recompute the Contract's charges and appropriate tables and send you new
Contract data pages.  We may require you to send us your Contract  before making
the change.


                                       18


Riders

Contract  owners may be able to obtain extra benefits which may involve an extra
charge.  These optional insurance benefits will be described in what is known as
a "rider" to the  Contract.  Charges  applicable to riders will be deducted from
the Contract Fund on each Monthly date.

Target Term Rider

The Target Term Rider provides a flexible term insurance benefit to attained age
100 on the life of the insured.  The Contract owner specifies the amount of term
rider  coverage  he or she  desires.  This  amount is called the rider  coverage
amount and is the maximum death benefit payable under the rider.  The sum of the
base Contract's  basic insurance amount and the rider coverage amount equals the
target  coverage  amount.  The  Rider  death  benefit  fluctuates  as  the  base
Contract's  death  benefit  changes,  as described  below.  See Tax Treatment of
Contract Benefits, page 33.

When the  Contract  Fund has not  grown to the point  where the base  Contract's
death benefit is increased to satisfy the Internal Revenue Code's  definition of
life  insurance,  the rider  death  benefit  equals the rider  coverage  amount.
However, once the Contract Fund has grown to the point where the base Contract's
death  benefit  begins  to vary  as  required  by the  Internal  Revenue  Code's
definition  of life  insurance,  the rider's  death  benefit  will  decrease (or
increase) dollar for dollar as the base Contract's  death benefit  increases (or
decreases).  It is possible for the Contract  Fund and,  consequently,  the base
Contract's  death  benefit to grow to the point where the rider death benefit is
reduced to zero. As we state above,  however, the rider death benefit will never
increase beyond the rider coverage amount. In addition, you may change the rider
coverage amount once each Contract year while the rider is in-force.

         $500,000 Basic Insurance Amount and $500,000 Target Term Rider
                              Type A Death Benefit

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIALS.]

     Policy Year     Base Policy Death Benefit      Target Death Benefit
          1                 $  500,000                    $500,000
          2                 $  500,000                    $500,000
          3                 $  500,000                    $500,000
          4                 $  500,000                    $500,000
          5                 $  500,000                    $500,000
          6                 $  500,000                    $500,000
          7                 $  500,000                    $500,000
          8                 $  500,000                    $500,000
          9                 $  500,000                    $500,000
         10                 $  550,000                    $450,000
         11                 $  605,000                    $395,000
         12                 $  665,500                    $334,500
         13                 $  732,050                    $267,950
         14                 $  805,255                    $194,745
         15                 $  885,781                    $114,220
         16                 $1,000,000                    $     --
         17                 $1,100,000                    $     --
         18                 $1,210,000                    $     --
         19                 $1,331,000                    $     --
         20                 $1,464,100                    $     --

The following  factors  should be considered  when adding a Target Term Rider to
your Contract:

1.   The sales  expense  charge for a Contract  with a Target Term Rider is less
     than  that for an all base  policy  with the same  death  benefit.  This is
     because the sales expense charge is based on the Target  Premium  (referred
     to as "segment allocation amount" in your Contract) of the Contract's basic
     insurance amount (BIA) only. For example, consider two identical $1,000,000
     policies; the first with a $1,000,000 BIA and the other with a $500,000 BIA
     and $500,000 of rider  coverage  amount.  The sales expense  charge for the
     first policy will be based on the Target  Premium of a $1,000,000 BIA while
     the sales expense  charge for the second policy will be based on the Target
     Premium of a $500,000 BIA only. See Charges and Expenses, page 12.

2.   The current Cost of Insurance  (COI) is different  for the basic  insurance
     amount and for the rider coverage  amount.  Cost of Insurance is determined
     by multiplying  the COI rates by the  Contract's  "net amount at risk." The
     "net amount at risk" is the amount by which the  Contract's  death  benefit
     exceeds  the  Contract  Fund.  The COI rates  for both the basic  insurance
     amount and the Target Term Rider will increase annually.  However,  current
     COI rates for the Target Term Rider are less than the current rates for the
     basic  insurance  amount  death  benefit  for the first ten years,  but are
     greater thereafter.


                                       19


3.   You may  increase or decrease  both your basic  insurance  amount and rider
     coverage  amount  after  issue  subject  to the  underwriting  requirements
     determined by Pruco Life. See Increases in Basic Insurance Amount,  page 28
     and Decreases in Basic  Insurance  Amount,  page 29.  Increasing your basic
     insurance  amount after issue  increases your sales expense  charges on any
     premiums paid after the effective  date of the increase for that portion of
     the premium allocated to the new coverage segment.

4.   The amount and timing of premium payments,  loans, and withdrawals you make
     under the Contract and your choice of  definition  of life  insurance  test
     (see Tax  Treatment of Contract  Benefits,  page 33) will all be factors in
     determining  the  relative  performance  of a Contract  with and  without a
     Target Term Rider.

5.   Investment  experience  will  be  a  factor  in  determining  the  relative
     performance of a Contract with and without a Target Term Rider.

The five  factors  outlined  above can have  opposite  effects on the  financial
performance of a Contract, including the amount of the Contract's cash value and
death benefit.  It is important that you ask your Pruco Life  representative  to
see illustrations  based on different  combinations of all of the above. You can
then  discuss with your Pruco Life  representative  how these  combinations  may
address your objectives.

Premiums

The Contract is a flexible premium contract.  The minimum initial premium is due
on or before the Contract  date. It is the premium needed to start the Contract.
There is no insurance  under the Contract  unless the minimum initial premium is
paid. Thereafter, you decide when to make premium payments and, subject to a $25
minimum,  in what amounts.  We reserve the right to refuse to accept any payment
that  increases the death  benefit by more than it increases the Contract  Fund.
See How a Type A (Fixed) Contract's Death Benefit Will Vary, page 22, How a Type
B  (Variable)  Contract's  Death  Benefit  Will  Vary,  page 23 and How a Type C
(Return of Premium)  Contract's  Death  Benefit  Will Vary,  page 24.  There are
circumstances  under which the payment of premiums in amounts that are too large
may cause the Contract to be  characterized  as a Modified  Endowment  Contract,
which could be  significantly  disadvantageous.  See Tax  Treatment  of Contract
Benefits, page 33.

We can bill you for the amount you select annually, semi-annually,  quarterly or
monthly.  Because the  Contract  is a flexible  premium  contract,  there are no
premium due dates.  When you receive a premium  notice,  you are not required to
pay this amount.  The  Contract  will remain  in-force if the  Contract  Fund is
greater  than  zero and more  than any  Contract  debt.  When you  apply for the
Contract,  you should discuss with your Pruco Life representative how frequently
you would like to be billed (if at all) and for what amount.

Allocation of Premiums


On the Contract date, we deduct the charge for sales expenses and the charge for
taxes  attributable  to  premiums  (in  Oregon  this is called a  premium  based
administrative charge) from the initial premium. See Charges and Expenses,  page
12. Also on the Contract  date,  the  remainder  of the initial  premium and any
other premium received during the short-term  cancellation  right  ("free-look")
period,  will be allocated to the Money Market  investment  option and the first
monthly deductions are made. At the end of the "free-look"  period,  these funds
will be  allocated  among the  variable  investment  options  according  to your
desired  allocation,  as  specified  in the  application  form.  See  Short-Term
Cancellation  Right or  "Free-Look",  page 17. If the first  premium is received
before the  Contract  date,  there will be a period  during  which the  Contract
owner's initial premium will not be invested.

The charge for sales expenses and the charge for taxes  attributable to premiums
(in Oregon this is called a premium based  administrative  charge) also apply to
all  subsequent  premium  payments.  The  remainder of each  subsequent  premium
payment  will be invested as of the end of the  valuation  period in which it is
received at a Home Office,  in accordance  with the  allocation  you  previously
designated.  Provided the Contract is not in default,  you may change the way in
which  subsequent  premiums  are  allocated by giving  written  notice to a Home
Office or by  telephoning  a Home  Office,  provided you are enrolled to use the
Telephone Transfer System.  There is no charge for reallocating future premiums.
All percentage  allocations  must be in whole numbers.  For example,  33% can be
selected but 33 1/3% cannot.  Of course,  the total  allocation  to all selected
investment  options  must  equal  100%.  We will  not  permit  a  change  in the
allocation  that would cause the number of active  investment  options to exceed
sixteen.



                                       20


Transfers

You may, up to 12 times each Contract year,  transfer  amounts from one variable
investment  option  to  another  variable   investment  option  without  charge.
Additional  transfers may be made during each Contract  year,  but only with our
consent.  There is an administrative  charge of up to $25 for each transfer made
exceeding 12 in any Contract year. All or a portion of the amount  credited to a
variable  investment  option may be  transferred.  We will not permit a transfer
that would cause the number of active investment options to exceed sixteen.

Transfers  among variable  investment  options will take effect as of the end of
the valuation  period in which a proper  transfer  request is received at a Home
Office.  The request  may be in terms of dollars,  such as a request to transfer
$5,000 from one variable  investment option to another,  or may be in terms of a
percentage  reallocation among variable  investment options. In the latter case,
as with premium reallocations, the percentages must be in whole numbers. You may
transfer  amounts by proper  written  notice to a Home  Office or by  telephone,
provided  you are  enrolled  to use the  Telephone  Transfer  System.  You  will
automatically  be  enrolled  to use the  Telephone  Transfer  System  unless the
Contract  is jointly  owned or you elect not to have this  privilege.  Telephone
transfers may not be available on Contracts  that are assigned (see  Assignment,
page 35), depending on the terms of the assignment.

We will  use  reasonable  procedures,  such as  asking  you to  provide  certain
personal information provided on your application for insurance, to confirm that
instructions  given by  telephone  are  genuine.  We will not be held liable for
following telephone instructions that we reasonably believe to be genuine. Pruco
Life  cannot  guarantee  that  you will be able to get  through  to  complete  a
telephone  transfer  during peak periods such as periods of drastic  economic or
market change.

The  Contract was not designed for  professional  market  timing  organizations,
other  organizations,  or  individuals  using  programmed,  large,  or  frequent
transfers. A pattern of exchanges that coincides with a "market timing" strategy
may be  disruptive  to the  investment  option or to the  disadvantage  of other
contract owners. If such a pattern were to be found, we may modify your right to
make transfers by restricting the number,  timing,  and amount of transfers.  We
also  reserve  the right to prohibit  transfer  requests  made by an  individual
acting under a power of attorney on behalf of more than one contract owner.

Dollar Cost Averaging

We offer a feature  called Dollar Cost  Averaging  ("DCA").  Under this feature,
either fixed dollar  amounts or a percentage  of the amount  designated  for use
under the DCA option will be transferred  periodically from the DCA Money Market
investment option into variable investment options available under the Contract.
You may  choose to have  periodic  transfers  made  monthly  or  quarterly.  DCA
transfers will not begin until the end of the "free-look" period. See Short-Term
Cancellation Right or "Free-Look", page 17.

Each automatic  transfer will take effect as of the end of the valuation  period
on the date coinciding  with the periodic timing you designate  provided the New
York Stock  Exchange is open on that date. If the New York Stock Exchange is not
open on that date, or if the date does not occur in that particular  month,  the
transfer  will  take  effect  as of  the  end  of  the  valuation  period  which
immediately follows that date.  Automatic transfers will continue until: (1) $50
or less remains of the amount  designated  for Dollar Cost  Averaging,  at which
time the remaining  amount will be transferred;  or (2) you give us notification
of a change in DCA  allocation  or  cancellation  of the feature.  Currently,  a
transfer  that occurs  under the DCA feature is not counted  towards the 12 free
transfers  permitted  each  Contract  year.  We reserve the right to change this
practice, modify the requirements, or discontinue the feature.

Auto-Rebalancing

As an  administrative  practice,  we are  currently  offering  a feature  called
Auto-Rebalancing.  This feature allows you to automatically  rebalance assets in
the variable  investment  options at  specified  intervals  based on  percentage
allocations  that you choose.  For  example,  suppose  your  initial  investment
allocation  of  variable  investment  options  X and Y is  split  40%  and  60%,
respectively.  Then,  due to investment  results,  that split  changes.  You may
instruct  that  those  assets  be  rebalanced  to  your  original  or  different
allocation  percentages.  Auto-Rebalancing is not available until the end of the
"free-look" period. See Short-Term Cancellation Right or "Free-Look", page 17.


                                       21


Auto-Rebalancing can be performed on a quarterly,  semi-annual, or annual basis.
Each  rebalance  will take effect as of the end of the  valuation  period on the
date  coinciding  with the periodic  timing you designate  provided the New York
Stock  Exchange is open on that date. If the New York Stock Exchange is not open
on that  date,  or if the date  does not  occur in that  particular  month,  the
transfer  will  take  effect  as of  the  end  of  the  valuation  period  which
immediately  follows  that date.  Currently,  a transfer  that occurs  under the
Auto-Rebalancing  feature is not counted towards the 12 free transfers permitted
each  Contract  year. We reserve the right to change this  practice,  modify the
requirements or discontinue the feature.

How a Contract's Surrender Value Will Vary


You may surrender the Contract for its surrender value. The Contract's surrender
value on any date  will be the  Contract  Fund less any  Contract  debt plus any
return of sales charges plus any Additional Amount upon surrender.  See Contract
Loans,  page 32 and Return of Sales  Charges,  page 13. The Contract  Fund value
changes  daily,  reflecting:  (1)  increases  or  decreases  in the value of the
variable  investment  option[s];  (2) interest credited on any loan; and (3) the
daily asset charge for mortality and expense risks assessed against the variable
investment options.  The Contract Fund value also changes to reflect the receipt
of premium  payments  and the monthly  deductions  described  under  Charges and
Expenses, page 12. Upon request, Pruco Life will tell you the surrender value of
your Contract.  It is possible for the surrender  value of a Contract to decline
to zero because of unfavorable  investment  performance or outstanding  Contract
debt.


The tables on pages T1 through T10 of this prospectus  illustrate  approximately
what the  surrender  values  would  be for  representative  Contracts,  assuming
hypothetical   uniform   investment   results  in  the  Fund   portfolios.   See
Illustrations of Surrender  Values,  Death Benefits,  and Accumulated  Premiums,
page 29.

How a Type A (Fixed) Contract's Death Benefit Will Vary

As described earlier, there are three types of death benefit available under the
Contract:  (1) Type A, a generally  fixed death benefit;  (2) Type B, a variable
death  benefit  and;  (3) Type C, a return of premium  death  benefit.  A Type B
(variable) death benefit varies with investment performance while Type A (fixed)
and Type C (return  of  premium)  death  benefits  do not,  unless  they must be
increased  to  comply  with  the  Internal  Revenue  Code's  definition  of life
insurance.

Under a Type A (fixed)  Contract,  the death  benefit is generally  equal to the
basic  insurance  amount.  If the Contract is kept  in-force for several  years,
depending  on how much  premium you pay,  and/or if  investment  performance  is
reasonably  favorable,  the Contract Fund may grow to the point where Pruco Life
will  increase  the death  benefit  in order to ensure  that the  Contract  will
satisfy the Internal Revenue Code's definition of life insurance.

The death benefit under a Type A (fixed) Contract will always be the greater of:

     (1)  the basic insurance amount; and

     (2)  the Contract Fund before the  deduction of any monthly  charges due on
          that date plus any return of sales charges, multiplied by the attained
          age factor that applies.

A listing of attained age factors can be found on your Contract data pages.  The
second  provision  ensures  that the Contract  will always have a death  benefit
large enough to be treated as life insurance for tax purposes under current law.
Before the Contract is issued, the Contract owner may choose between two methods
that we use to determine the tax treatment of the Contract. See Tax Treatment of
Contract Benefits,  page 33, for a discussion of these methods and the impact of
each on the Contract's values, benefits and tax status.


The following  table  illustrates  at different ages how the attained age factor
affects the death benefit for different Contract Fund amounts. The table assumes
that a $250,000  Type A (fixed)  Contract was issued when the insured was a male
nonsmoker, age 35, and there is no Contract debt.



                                       22


                          Type A (Fixed) Death Benefit
- --------------------------------------------------------------------------------
               IF                                      THEN
- --------------------------------------------------------------------------------
         the        and the         the         the Contract
       insured     Contract      attained            Fund          and the Death
        is age      Fund is         age         multiplied by        Benefit is
                                factor is**    the attained age
                                                  factor is
- --------------------------------------------------------------------------------
         40        $ 25,000         3.57            89,250           $250,000
         40        $ 75,000         3.57           267,750           $267,750*
         40        $100,000         3.57           357,000           $357,000*
- --------------------------------------------------------------------------------
         60        $ 75,000         1.92           144,000           $250,000
         60        $125,000         1.92           240,000           $250,000
         60        $150,000         1.92           288,000           $288,000*
- --------------------------------------------------------------------------------
         80        $150,000         1.26           189,000           $250,000
         80        $200,000         1.26           252,000           $252,000*
         80        $225,000         1.26           283,500           $283,500*
- --------------------------------------------------------------------------------
*    Note that the death benefit has been  increased to comply with the Internal
     Revenue Code's definition of life insurance.

**   Assumes the Contract Owner selected the Cash Value Accumulation Test.
- --------------------------------------------------------------------------------

This means, for example,  that if the insured has reached the age of 60, and the
Contract Fund is $150,000,  the death benefit will be $288,000,  even though the
basic insurance amount is $250,000. In this situation,  for every $1 increase in
the Contract Fund, the death benefit will be increased by $1.92.  We reserve the
right to refuse to accept any premium  payment that  increases the death benefit
by more than it increases the Contract Fund.

How a Type B (Variable) Contract's Death Benefit Will Vary

Under a Type B (variable)  Contract,  while the Contract is in-force,  the death
benefit will never be less than the basic insurance amount,  but will also vary,
immediately  after it is issued,  with the  investment  results of the  selected
variable  investment  options.  The death  benefit may be further  increased  to
ensure that the Contract will satisfy the Internal Revenue Code's  definition of
life insurance.

The death benefit under a Type B (variable)  Contract will always be the greater
of:

     (1)  the basic insurance amount plus the Contract Fund before the deduction
          of any monthly charges due on that date; and

     (2)  the Contract Fund before the  deduction of any monthly  charges due on
          that date plus any return of sales charges, multiplied by the attained
          age factor that applies.

For purposes of computing the death  benefit,  if the Contract Fund is less than
zero we will  consider it to be zero.  A listing of attained  age factors can be
found on your  Contract  data  pages.  The  latter  provision  ensures  that the
Contract  will always have a death  benefit  large  enough to be treated as life
insurance for tax purposes under current law. Before the Contract is issued, the
Contract  owner may choose  between two methods that we use to determine the tax
treatment of the Contract. See Tax Treatment of Contract Benefits,  page 33, for
a discussion of these methods and the impact of each on the  Contract's  values,
benefits and tax status.


The following table illustrates  various attained age factors and Contract Funds
and the  corresponding  death  benefits.  The table  assumes a  $250,000  Type B
(variable)  Contract was issued when the insured was a male  nonsmoker,  age 35,
and there is no Contract debt.



                                       23


                         Type B (Variable) Death Benefit
- --------------------------------------------------------------------------------
               IF                                      THEN
- --------------------------------------------------------------------------------
         the        and the         the         the Contract
       insured     Contract      attained            Fund          and the Death
        is age      Fund is         age         multiplied by        Benefit is
                                factor is**    the attained age
                                                  factor is
- --------------------------------------------------------------------------------
         40        $ 25,000        3.57             89,250           $275,000
         40        $ 75,000        3.57            267,750           $325,000
         40        $100,000        3.57            357,000           $357,000*
- --------------------------------------------------------------------------------
         60        $ 75,000        1.92            144,000           $325,000
         60        $125,000        1.92            240,000           $375,000
         60        $150,000        1.92            288,000           $400,000
- --------------------------------------------------------------------------------
         80        $150,000        1.26            189,000           $400,000
         80        $200,000        1.26            252,000           $450,000
         80        $225,000        1.26            283,500           $475,000
- --------------------------------------------------------------------------------
*    Note that the death benefit has been  increased to comply with the Internal
     Revenue Code's definition of life insurance.

**   Assumes the Contract Owner selected the Cash Value Accumulation Test.
- --------------------------------------------------------------------------------

This means, for example,  that if the insured has reached the age of 40, and the
Contract Fund is $100,000,  the death benefit will be $357,000,  even though the
basic insurance amount is $250,000. In this situation,  for every $1 increase in
the Contract Fund, the death benefit will be increased by $3.57.  We reserve the
right to refuse to accept any premium  payment that  increases the death benefit
by more than it increases the Contract Fund.

How a Type C (Return of Premium) Contract's Death Benefit Will Vary

Under a Type C (return of premium) Contract, while the Contract is in-force, the
death benefit will be the greater of:

     (1)  the  basic  insurance  amount  plus the total  premiums  paid into the
          Contract  less  any  withdrawals,  accumulated  at  an  interest  rate
          (between 0% and 8%; in1/2% increments) chosen by the Contract owner to
          the date of death; and

     (2)  the Contract Fund before the deduction of monthly  charges due on that
          date plus any return of sales charges,  multiplied by the attained age
          factor that applies.

A listing of attained age factors can be found on your Contract data pages.  The
latter  provision  ensures  that the Contract  will always have a death  benefit
large  enough so that the  Contract  will be treated as life  insurance  for tax
purposes  under current law.  Before the Contract is issued,  the Contract owner
may choose between two methods that we use to determine the tax treatment of the
Contract.  See Tax Treatment of Contract Benefits,  page 33, for a discussion of
these methods and the impact of each on the Contract's values,  benefits and tax
status.

Unlike Type A and Type B Contracts,  the death  benefit of a Type C Contract may
be less than the basic  insurance  amount in the event  total  withdrawals  plus
interest is greater than total premiums paid plus interest.


The following table illustrates  various attained age factors and Contract Funds
and the  corresponding  death  benefits.  The table  assumes a  $250,000  Type C
(return of premium)  Contract was issued when the insured was a male  nonsmoker,
age 35, and there is no Contract debt.



                                       24




                             Type C (Return of Premium) Death Benefit
- ---------------------------------------------------------------------------------------------------
                           IF                                             THEN
- ---------------------------------------------------------------------------------------------------
       the        and the         and the             the         the Contract
     insured     Contract     premiums paid        attained           Fund           and the Death
      is age      Fund is        less any             age         multiplied by        Benefit is
                             withdrawals with     factor is**    the attained age
                              interest equals                       factor is
- ---------------------------------------------------------------------------------------------------
                                                                         
        40        $25,000         $15,000            3.57              89,250           $265,000
        40        $75,000         $60,000            3.57             267,750           $310,000
        40       $100,000         $80,000            3.57             357,000           $357,000*
- ---------------------------------------------------------------------------------------------------
        60        $75,000        $ 60,000            1.92             144,000           $310,000
        60       $125,000        $100,000            1.92             240,000           $350,000
        60       $150,000        $125,000            1.92             288,000           $375,000
- ---------------------------------------------------------------------------------------------------
        80       $150,000        $125,000            1.26             189,000           $375,000
        80       $200,000        $150,000            1.26             252,000           $400,000
        80       $225,000        $175,000            1.26             283,500           $425,000
- ---------------------------------------------------------------------------------------------------
* Note that the death  benefit has been  increased  to comply with the  Internal
Revenue  Code's  definition  of life  insurance.

**   Assumes the Contract owner selected the Cash Value  Accumulation Test.
- ---------------------------------------------------------------------------------------------------


This means, for example,  that if the insured has reached the age of 40, and the
premiums paid with  interest  less any  withdrawals  equals  $80,000,  the death
benefit will be $357,000, even though the basic insurance amount is $250,000. In
this  situation,  for every $1 increase in the Contract  Fund, the death benefit
will be increased by $3.57. We reserve the right to refuse to accept any premium
payment that  increases the death benefit by more than it increases the Contract
Fund.

Surrender of a Contract


A Contract  may be  surrendered  for its  surrender  value  while the insured is
living.  To  surrender  a  Contract,  we may  require you to deliver or mail the
Contract with a written  request in a form that meets Pruco Life's  needs,  to a
Home Office. The surrender value of a surrendered Contract will be determined as
of the end of the valuation period in which such a request is received in a Home
Office.  If the  Contract is fully  surrendered  within the first four  Contract
years,  you may be  entitled  to a return  of sales  charges.  See  Charges  and
Expenses,  page 12. Surrender of a Contract may have tax  consequences.  See Tax
Treatment of Contract Benefits, page 33.

If you  surrender  the  Contract  while it is  in-force,  you may be eligible to
receive an  Additional  Amount upon  surrender  of the Contract for its net cash
value.  The  Additional  Amount will be equal to the  Contract's  net cash value
multiplied by an Additional  Amount  Factor.  To be eligible for the  Additional
Amount, the following conditions must be met:

     1)   the Contract must not be in default;

     2)   the Contract must be issued prior to age 81;

     3)   you must ask for the  surrender  in  writing  in a form that meets our
          needs;

     4)   the  Contract  must not have been sold,  or assigned  (except to us as
          security  for  a  loan);   Contracts   which  are  the  subject  of  a
          split-dollar  arrangement and are not absolutely  assigned will not be
          considered to be assigned for the purposes of this condition; and

     5)   the  surrender  must not be the  subject of an  exchange  pursuant  to
          Section 1035 of the United States Internal Revenue Code.

The two  tables  below,  Table A and Table B, apply to  Contracts  that meet the
above stated  qualifications and reflect the Additional Amount Factors that will
apply to a Contract's net cash value to determine the Contract's  cash surrender
value.  The Additional  Amount Factors that will apply to the net cash value are
determined by the Contract date, the



                                       25



age of the insured at the time the Contract was issued, and the Contract year of
your  surrender.  Contracts with no Target Term Rider will use the factors shown
in the  appropriate  "Base Factor"  column below.  Contracts  with a Target Term
Rider have an adjusted Additional Amount Factor,  which will be a weighted blend
based on the  amount of the basic  insurance  amount  and the amount of the term
rider coverage on the Contract date. For example,  if the Contract is dated July
16, 2001,  the insured is age 50 at the time the Contract was issued,  the basic
insurance  amount is  $500,000  and the  amount of the term  rider  coverage  is
$500,000, then the weighted factor for Contract year 1 would be 0.0950.



                                                               TABLE A
                                              (Contracts dated July 16, 2001 and later)
- ----------------------------------------------------------------------------------------------------------------------------------
  Contract            Issue Age 18-50              Issue Age 51-60              Issue Age 61-70               Issue Age 71-80
    Year
- ----------------------------------------------------------------------------------------------------------------------------------
                Base Factor    TTR Factor    Base Factor     TTR Factor   Base Factor     TTR Factor    Base Factor     TTR Factor
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
      1           0.1100         0.0800         0.1100         0.0700        0.1000         0.0625         0.0725         0.0525
- ----------------------------------------------------------------------------------------------------------------------------------
      2           0.1000         0.0750         0.0900         0.0675        0.0800         0.0575         0.0650         0.0500
- ----------------------------------------------------------------------------------------------------------------------------------
      3           0.0900         0.0700         0.0800         0.0625        0.0700         0.0550         0.0600         0.0450
- ----------------------------------------------------------------------------------------------------------------------------------
      4           0.0800         0.0650         0.0700         0.0575        0.0600         0.0500         0.0525         0.0425
- ----------------------------------------------------------------------------------------------------------------------------------
      5           0.1000         0.0700         0.0900         0.0625        0.0775         0.0550         0.0650         0.0450
- ----------------------------------------------------------------------------------------------------------------------------------
      6           0.0800         0.0600         0.0500         0.0525        0.0450         0.0475         0.0525         0.0400
- ----------------------------------------------------------------------------------------------------------------------------------
      7           0.0400         0.0450         0.0300         0.0400        0.0200         0.0350         0.0250         0.0300
- ----------------------------------------------------------------------------------------------------------------------------------
      8           0.0200         0.0300         0.0100         0.0250        0.0100         0.0225         0.0125         0.0200
- ----------------------------------------------------------------------------------------------------------------------------------
      9           0.0000         0.0200         0.0000         0.0175        0.0000         0.0150         0.0000         0.0125
- ----------------------------------------------------------------------------------------------------------------------------------
     10           0.0000         0.0100         0.0000         0.0075        0.0000         0.0075         0.0000         0.0050
- ----------------------------------------------------------------------------------------------------------------------------------
     11+          0.0000         0.0000         0.0000         0.0000        0.0000         0.0000         0.0000         0.0000
- ----------------------------------------------------------------------------------------------------------------------------------




                                                               TABLE B
                                              (Contracts dated prior to July 16, 2001)
- ----------------------------------------------------------------------------------------------------------------------------------
  Contract            Issue Age 18-50              Issue Age 51-60              Issue Age 61-70               Issue Age 71-80
    Year
- ----------------------------------------------------------------------------------------------------------------------------------
                Base Factor    TTR Factor    Base Factor     TTR Factor   Base Factor     TTR Factor    Base Factor     TTR Factor
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
      1           0.0200         0.0480         0.0050         0.0420        0.0050         0.0375         0.0000         0.0315
- ----------------------------------------------------------------------------------------------------------------------------------
      2           0.0150         0.0450         0.0050         0.0405        0.0050         0.0345         0.0000         0.0300
- ----------------------------------------------------------------------------------------------------------------------------------
      3           0.0100         0.0420         0.0050         0.0375        0.0050         0.0330         0.0000         0.0270
- ----------------------------------------------------------------------------------------------------------------------------------
      4           0.0050         0.0390         0.0050         0.0345        0.0050         0.0300         0.0000         0.0255
- ----------------------------------------------------------------------------------------------------------------------------------
      5           0.0100         0.0420         0.0050         0.0300        0.0050         0.0180         0.0000         0.0120
- ----------------------------------------------------------------------------------------------------------------------------------
      6           0.0070         0.0360         0.0000         0.0180        0.0000         0.0120         0.0000         0.0060
- ----------------------------------------------------------------------------------------------------------------------------------
      7           0.0050         0.0270         0.0000         0.0090        0.0000         0.0060         0.0000         0.0030
- ----------------------------------------------------------------------------------------------------------------------------------
      8           0.0000         0.0180         0.0000         0.0000        0.0000         0.0000         0.0000         0.0000
- ----------------------------------------------------------------------------------------------------------------------------------
      9           0.0000         0.0120         0.0000         0.0000        0.0000         0.0000         0.0000         0.0000
- ----------------------------------------------------------------------------------------------------------------------------------
     10           0.0000         0.0060         0.0000         0.0000        0.0000         0.0000         0.0000         0.0000
- ----------------------------------------------------------------------------------------------------------------------------------
     11+          0.0000         0.0000         0.0000         0.0000        0.0000         0.0000         0.0000         0.0000
- ----------------------------------------------------------------------------------------------------------------------------------


The Additional Amount will not be available for Contracts that are in default at
the end of the grace  period and the premium  required to bring the Contract out
of default has not been paid.



                                                                 26


Withdrawals

Under certain  circumstances,  you may withdraw a portion of the  Contract's net
cash value without  surrendering the Contract.  The withdrawal amount is limited
by the requirement  that the net cash value after the withdrawal may not be zero
or less than  zero.  The amount  withdrawn  must be at least  $500.  There is an
administrative  processing fee for each  withdrawal  which is the lesser of: (a)
$25 and; (b) 2% of the withdrawal  amount. An amount withdrawn may not be repaid
except as a premium  subject to the applicable  charges.  Upon request,  we will
tell you how much you may withdraw.  Withdrawals may have tax consequences.  See
Tax Treatment of Contract Benefits, page 33.

Generally,  whenever a withdrawal is made, the death benefit will be immediately
reduced  by at least the  amount of the  withdrawal.  Withdrawals  under  Type B
(variable) and Type C (return of premium)  Contracts,  will not change the basic
insurance amount.  However,  under a Type A (fixed) Contract, the withdrawal may
require a reduction in the basic insurance  amount,  unless you provide evidence
that the  insured  is  insurable  for the  increase  in net  amount at risk.  In
addition,  no withdrawal will be permitted under a Type A (fixed) Contract if it
would  result  in a basic  insurance  amount  of less  than  the  minimum  basic
insurance  amount.  Furthermore,  the sum of the basic insurance  amount and the
Target Term Rider must equal or exceed  $100,000.  See Requirements for Issuance
of a Contract,  page 16. It is  important  to note,  however,  that if the basic
insurance amount is decreased, there is a possibility that the Contract might be
classified  as a Modified  Endowment  Contract.  See Tax  Treatment  of Contract
Benefits, page 33. Before making any withdrawal which causes a decrease in basic
insurance  amount,  you should consult with your tax adviser and your Pruco Life
representative.

When a withdrawal  is made,  the Contract Fund is reduced by the sum of the cash
withdrawn  and the  withdrawal  fee.  An amount  equal to the  reduction  in the
Contract  Fund will be  withdrawn  proportionally  from the  investment  options
unless you direct otherwise.

Withdrawals  increase the risk that the  Contract  Fund may be  insufficient  to
provide  Contract  benefits.  If such a  withdrawal  is followed by  unfavorable
investment experience, the Contract may go into default.

Lapse and Reinstatement

Pruco Life will  determine  the value of the Contract Fund on each Monthly date.
If the  Contract  Fund is zero or  less,  the  Contract  is in  default.  If the
Contract  debt ever  grows to be equal to or more than the  Contract  Fund,  the
Contract  will be in  default.  Should this  happen,  Pruco Life will send you a
notice of default  setting  forth the payment  which we  estimate  will keep the
Contract  in-force for three months from the date of default.  This payment must
be received at a Home Office  within the 61-day grace period after the notice of
default is mailed or the Contract  will end and have no value.  A Contract  that
lapses with an  outstanding  Contract  loan may have tax  consequences.  See Tax
Treatment of Contract Benefits, page 33.

A Contract that ended in default may be reinstated within 5 years after the date
of  default  if the  following  conditions  are met:  (1)  renewed  evidence  of
insurability  is provided on the insured;  (2)  submission  of certain  payments
sufficient to bring the Contract up to date plus a premium that we estimate will
cover all charges and deductions for the next three months; and (3) any Contract
debt with  interest to date must be restored or paid back.  If the Contract debt
is  restored  and the debt with  interest  would  exceed  the loan  value of the
reinstated  Contract,  the excess must be paid to us before  reinstatement.  The
reinstatement  date will be the Monthly date that coincides with or next follows
the date we approve your request.  We will deduct all required charges from your
payment and the balance will be placed into your Contract Fund.


                                       27


Increases in Basic Insurance Amount

Subject  to  state  approval  and  subject  to  the  underwriting   requirements
determined by Pruco Life, you may increase the amount of insurance by increasing
the basic  insurance  amount of the  Contract.  We will allow up to 98 increases
during the life of the Contract. The following conditions must be met:

     (1)  you must ask for the change in a form that meets Pruco Life's needs;

     (2)  the  amount  of the  increase  must be at least  equal to the  minimum
          increase in basic insurance amount shown under Contract Limitations in
          your Contract data pages;

     (3)  you must prove to us that the insured is insurable for any increase;

     (4)  the Contract must not be in default; and

     (5)  if we ask you to do so, you must send us the Contract to be endorsed.

If we approve the change,  we will send you new Contract  data pages showing the
amount and effective date of the change and the recomputed  charges,  values and
limitations. If the insured is not living on the effective date, the change will
not take effect. No administrative  processing charge is currently being made in
connection with an increase in basic insurance  amount.  We reserve the right to
make such a charge in an amount of up to $25.

Furthermore, you may establish a schedule under which the basic insurance amount
increases on designated Contract  anniversaries.  The schedule of increases must
meet the following conditions:

     (1)  The amount of each  scheduled  increase  must be at least equal to the
          minimum  increase  in basic  insurance  amount  shown  under  Contract
          Limitations in your Contract data pages.

     (2)  The amount of each scheduled increase cannot exceed:

          (a)  20% of the underwritten death benefit (at issue, the underwritten
               death  benefit is equal to the face amount on the Contract  date)
               for increases  scheduled to take place at attained ages up to and
               including 65; or

          (b)  10% of the underwritten death benefit for increases  scheduled to
               take place at attained ages from 66 up to and including 70.

     (3)  Increases cannot be scheduled to take place after attained age 70.

     (4)  The total face amount including scheduled increases can never exceed 4
          times the underwritten death benefit for fully underwritten  Contracts
          or 2 times the  underwritten  death benefit for Contracts  issued on a
          simplified issue or guaranteed issue basis.

These  are our  current  guidelines.  We  reserve  the  right  to  change  these
conditions.

For sales load purposes,  the Target Premium (referred to as "segment allocation
amount" in your Contract) is calculated  separately  for each coverage  segment.
When  premiums  are paid,  each premium  payment is  allocated to each  coverage
segment based on the proportion of its Target Premium to the total of all Target
Premiums currently in effect.  Currently, the sales load charge for each segment
is equal to 13 1/2% of the  allocated  premium paid in each  Contract year up to
the Target Premium and 2% on any excess. See Charges and Expenses, page 12.

The COI rates for an increase in basic insurance  amount are based upon 1980 CSO
Tables,  the age at the  increase  effective  date and the number of years since
then, sex (except where unisex rates apply),  smoker/nonsmoker status, and extra
rating class,  if any. The net amount at risk for the whole  Contract (the death
benefit  minus the Contract  Fund) is allocated to each basic  insurance  amount
segment based on the  proportion of its basic  insurance  amount to the total of
all basic insurance amount segments. In addition,  the attained age factor for a
Contract  with an increase in basic  insurance  amount is based on the Insured's
attained age for the initial basic insurance  amount segment.  For a description
of attained age factor,  see How a Type A (Fixed)  Contract's Death Benefit Will
Vary, page 22, How a Type B (Variable)  Contract's Death Benefit Will Vary, page
23 and How a Type C (Return of Premium) Contract's Death Benefit Will Vary, page
24.

Each Contract owner who elects to increase the basic insurance  amount of his or
her  Contract  will  receive a  "free-look"  right  which will apply only to the
increase  in basic  insurance  amount,  not the entire  Contract.  This right is
comparable to the right  afforded to a purchaser of a new Contract  except that,
any cost of insurance charge for the increase in the basic insurance amount will
be returned to the Contract Fund instead of a refund of premium.  See Short-Term


                                       28


Cancellation  Right or "Free-Look",  page 17.  Generally,  the "free-look" right
would have to be exercised  no later than 10 days after  receipt of the Contract
as increased.

An increase in basic insurance amount may cause the Contract to be classified as
a Modified Endowment Contract. See Tax Treatment of Contract Benefits,  page 33.
Therefore, before increasing the basic insurance amount, you should consult with
your tax adviser and your Pruco Life representative.

Decreases in Basic Insurance Amount

As explained earlier, you may make a withdrawal.  See Withdrawals,  page 27. You
also have the option of decreasing the basic  insurance  amount of your Contract
without  withdrawing any cash value.  Contract owners who conclude that, because
of changed circumstances, the amount of insurance is greater than needed will be
able  to  decrease  their  amount  of  insurance  protection,  and  the  monthly
deductions  for the cost of  insurance.  The amount of the  decrease  must be at
least  equal to the  minimum  decrease  in basic  insurance  amount  shown under
Contract  Limitations  in your  Contract  data  pages.  In  addition,  the basic
insurance  amount after the decrease must be at least equal to the minimum basic
insurance  amount shown under Contract  Limitations in your Contract data pages.
No administrative processing charge is currently being made in connection with a
decrease in basic insurance  amount.  We reserve the right to make such a charge
in an amount of up to $25. See Charges and Expenses,  page 12. If we ask you to,
you must send us your  Contract to be endorsed.  The Contract will be amended to
show the new basic insurance amount,  charges,  values in the appropriate tables
and the effective date of the decrease.

We may decline a reduction  if we  determine it would cause the Contract to fail
to qualify as "life  insurance"  for  purposes of Section  7702 of the  Internal
Revenue Code. See Tax Treatment of Contract Benefits,  page 33.  Furthermore,  a
decrease  will not take  effect if the  insured is not  living on the  effective
date.

It is  important  to  note,  however,  that if the  basic  insurance  amount  is
decreased,  there is a  possibility  that the Contract  might be classified as a
Modified Endowment  Contract.  See Tax Treatment of Contract Benefits,  page 33.
Before  requesting any decrease in basic  insurance  amount,  you should consult
with your tax adviser and your Pruco Life representative.

When Proceeds Are Paid

Pruco Life will  generally pay any death benefit,  cash value,  loan proceeds or
withdrawal within seven days after all the documents required for such a payment
are received at a Home Office. Other than the death benefit, which is determined
as of the date of death,  the  amount  will be  determined  as of the end of the
valuation period in which the necessary documents are received at a Home Office.
However,  Pruco Life may delay payment of proceeds from the variable  investment
option[s]  and the variable  portion of the death benefit due under the Contract
if  the  disposal  or  valuation  of the  Account's  assets  is  not  reasonably
practicable  because  the New York  Stock  Exchange  is closed  for other than a
regular  holiday  or  weekend,  trading  is  restricted  by the SEC,  or the SEC
declares that an emergency exists.

Illustrations of Surrender Values, Death Benefits, and Accumulated Premiums

The following  tables show how a Contract's  death benefit and surrender  values
change with the investment  experience of the Account.  They are  "hypothetical"
because they are based, in part, upon several  assumptions,  which are described
below. All the tables assume the following:

o    a Contract bought by a 45 year old male, select, non-smoker,  with no extra
     risks or substandard ratings, issued on a Guaranteed Issue basis.

o    a given premium amount is paid on each Contract anniversary for seven years
     and no loans are taken.

o    the  Contract  Fund has been  invested  in equal  amounts in each of the 32
     portfolios of the Funds.

The first two tables (pages T1 and T2) assume: (1) a Type A (fixed) Contract has
been purchased,  (2) a $1,000,000 basic insurance amount and no riders have been
added to the Contract,  and (3) a Cash Value  Accumulation Test has been elected
for  definition  of life  insurance  testing.  See  Tax  Treatment  of  Contract
Benefits,  page 33 and Types of


                                       29


Death Benefit,  page 17. The first table assumes  current  charges will continue
for the  indefinite  future while the second table assumes  maximum  contractual
charges have been made from the beginning. See Charges and Expenses, page 12.

The third and  fourth  tables  (pages  T3 and T4)  assume:  (1) a Type A (fixed)
Contract has been purchased,  (2) a $5,000 basic insurance amount and a $995,000
Target  Term  Rider  has  been  added  to the  Contract,  and  (3) a Cash  Value
Accumulation Test has been elected for definition of life insurance testing. See
Tax Treatment of Contract Benefits, page 33 and Types of Death Benefit, page 17.
The third table assumes current charges will continue for the indefinite  future
while the fourth table assumes maximum  contractual  charges have been made from
the beginning. See Charges and Expenses, page 12.

The next two tables (pages T5 and T6) assume:  (1) a Type A (fixed) Contract has
been purchased,  (2) a $1,000,000 basic insurance amount and no riders have been
added to the  Contract,  and (3) a Guideline  Premium  Test has been elected for
definition of life insurance  testing.  See Tax Treatment of Contract  Benefits,
page 33 and Types of Death  Benefit,  page 17. The fifth table  assumes  current
charges will  continue for the  indefinite  future while the sixth table assumes
maximum contractual  charges have been made from the beginning.  See Charges and
Expenses, page 12.

The tables on pages T7 and T8 assume: (1) a Type B (variable)  Contract has been
purchased, (2) a $1,000,000 basic insurance amount and no riders have been added
to the  Contract,  and (3) a Cash Value  Accumulation  Test has been elected for
definition of life insurance  testing.  See Tax Treatment of Contract  Benefits,
page 33 and  Types  of Death  Benefit,  page 17.  The  table on page T7  assumes
current charges will continue for the indefinite  future while the table on page
T8 assumes maximum  contractual  charges have been made from the beginning.  See
Charges and Expenses, page 12.

The last two tables (pages T9 and T10) assume:  (1) a Type C (return of premium)
Contract has been purchased with premiums  accumulating  at 6%, (2) a $1,000,000
basic insurance amount and no riders have been added to the Contract,  and (3) a
Cash Value  Accumulation  Test has been elected for definition of life insurance
testing.  See Tax  Treatment  of Contract  Benefits,  page 33 and Types of Death
Benefit, page 17. The table on page T9 assumes current charges will continue for
the indefinite  future while the table on page T10 assumes  maximum  contractual
charges have been made from the beginning. See Charges and Expenses, page 12.

Finally,  there are  three  assumptions,  shown  separately,  about the  average
investment  performance  of the  portfolios.  The first is that  there will be a
uniform 0% gross rate of return  with the  average  value of the  Contract  Fund
uniformly  adversely affected by very unfavorable  investment  performance.  The
other two assumptions are that investment performance will be at a uniform gross
annual rate of 6% and 12%.  Actual  returns will fluctuate from year to year. In
addition,  death  benefits and  surrender  values would be different  from those
shown if investment  returns  averaged 0%, 6%, and 12% but fluctuated from those
averages throughout the years. Nevertheless, these assumptions help show how the
Contract values will change with investment experience.

The first  column in the  following  10 tables  (pages T1 through T10) shows the
Contract year. The second column,  to provide context,  shows what the aggregate
amount would be if the premiums had been invested to earn interest, after taxes,
at 4% compounded annually. The next three columns show the death benefit payable
in each of the years shown for the three different assumed  investment  returns.
The last three  columns show the  surrender  value  payable in each of the years
shown for the three different assumed investment returns.


A gross  return (as well as the net return) is shown at the top of each  column.
The gross return represents the combined effect of investment income and capital
gains and losses, realized or unrealized, of the portfolios before any reduction
is made for  investment  advisory  fees or other Fund  expenses.  The net return
reflects  average total annual  expenses of the 32 portfolios of 0.XX%,  and the
daily deduction from the Contract Fund of 0.20% per year for the tables based on
current  charges  and 0.50% per year for the tables  based on  maximum  charges.
Thus,  assuming  current  charges,  gross  returns  of 0%,  6%,  and 12% are the
equivalent of net returns of -X.XX%, X.XX%, and XX.XX%,  respectively.  Assuming
maximum  charges,  gross  returns of 0%, 6%, and 12% are the  equivalent  of net
returns of -X.XX%, X.XX%, and XX.XX%, respectively. The actual fees and expenses
of the portfolios associated with a particular Contract may be more or less than
0.XX% and will depend on which  variable  investment  options are selected.  The
death benefits and surrender  values shown reflect the deduction of all expenses
and charges both from the Funds and under the Contract.



                                       30


The  Contract  allows  you to invest  your net  premium  dollars in a variety of
professionally  managed funds.  Fluctuating  investment  returns in these funds,
together with the actual pattern of your premium payments, our Contract charges,
and any loans and  withdrawals  you may make will  generate  different  Contract
values than those  illustrated,  even if the averages of the investment rates of
return  over the years were to match  those  illustrated.  Because  of this,  we
strongly   recommend   periodic   Contract   reviews   with  your   Pruco   Life
representative.  Reviews are an excellent way to monitor the  performance of the
policy  against  your  expectations  and to  identify  adjustments  that  may be
necessary.

If you are considering  the purchase of a variable life insurance  contract from
another insurance company,  you should not rely upon these tables for comparison
purposes. A comparison between two tables, each showing values for a 45 year old
man,  may be useful  for a 45 year old man but would be  inaccurate  if made for
insureds of other ages or sex.  Your Pruco Life  representative  can provide you
with a hypothetical illustration for your own age, sex, and rating class.


                                       31


Contract Loans

You may borrow  from Pruco Life an amount up to the  current  loan value of your
Contract less any existing Contract debt using the Contract as the only security
for the loan.  The loan value at any time is equal to 90% of the  Contract  Fund
value. A Contract in default has no loan value.  The minimum loan amount you may
borrow is $200.

Interest  charged on a loan  accrues  daily.  Interest  is due on each  Contract
anniversary or when the loan is paid back, whichever comes first. If interest is
not paid when due, it becomes  part of the loan and we will  charge  interest on
it,  too.  Except  in the case of  preferred  loans,  we charge  interest  at an
effective annual rate of 5%.

A portion of any amount you borrow on or after the 10th Contract anniversary may
be considered a preferred  loan. The maximum  preferred loan amount is the total
amount you may borrow  minus the total net  premiums  paid (net  premiums  equal
premiums paid less total withdrawals, if any). If the net premium amount is less
than zero, we will,  for purposes of this  calculation,  consider it to be zero.
Only new loans  borrowed after the 10th Contract  anniversary  may be considered
preferred  loans.  Standard  loans  will not  automatically  be  converted  into
preferred  loans.  Preferred loans are charged  interest at an effective  annual
rate of 4.25%.

The  Contract  debt is the amount of all  outstanding  loans  plus any  interest
accrued but not yet due. If at any time the Contract  debt equals or exceeds the
Contract Fund, the Contract will go into default.  See Lapse and  Reinstatement,
page 27. If the Contract  debt equals or exceeds the Contract  Fund and you fail
to keep the  Contract  in-force,  the  amount  of unpaid  Contract  debt will be
treated as a  distribution  which may be taxable.  See Tax Treatment of Contract
Benefits, page 33.

When a loan is made, an amount equal to the loan proceeds is transferred  out of
the Account.  Unless you ask us to take the loan amount from specific investment
options and we agree,  the reduction will be made in the same proportions as the
value  in each  variable  investment  option  bears  to the  total  value of the
Contract.  While a loan is outstanding,  the amount that was so transferred will
continue to be treated as part of the Contract Fund. It will be credited with an
effective  annual rate of return of 4%. On each Monthly  date,  we will increase
the portion of the Contract Fund in the investment  options by interest  credits
accrued on the loan since the last Monthly date. The net cost of a standard loan
is 1% and the net cost of a preferred loan is 1/4%.


Loans you take against the Contract are  ordinarily  treated as debt and are not
considered  distributions  subject to tax.  However,  you  should  know that the
Internal  Revenue  Service may take the position that the loan should be treated
as a distribution  for tax purposes  because of the relatively low  differential
between the loan interest rate and the Contract's crediting rate.  Distributions
are  subject  to income  tax.  Were the  Internal  Revenue  Service to take this
position,  Prudential  would  take  reasonable  steps to  attempt  to avoid this
result, including modifying the Contract's loan provisions, but cannot guarantee
that such efforts would be successful.


Loans from  Modified  Endowment  Contracts  may be treated  for tax  purposes as
distributions of income. See Tax Treatment of Contract Benefits, page 33.

Any  Contract  debt will  directly  reduce a  Contract's  cash value and will be
subtracted from the death benefit to determine the amount payable.  In addition,
even if the loan is fully repaid, it may have an effect on future death benefits
because the  investment  results of the selected  investment  options will apply
only to the amount remaining  invested under those options.  The longer the loan
is  outstanding,  the  greater  the effect is likely to be. The effect  could be
favorable or unfavorable.  If investment results are greater than the rate being
credited on the amount of the loan while the loan is  outstanding,  values under
the Contract will not increase as rapidly as they would have if no loan had been
made. If investment results are below that rate,  Contract values will be higher
than they would have been had no loan been made.

When you  repay  all or part of a loan,  we will  increase  the  portion  of the
Contract  Fund in the  investment  options  by the  amount of the loan you repay
using the  investment  allocation  for future  premium  payments  as of the loan
payment  date,  plus  interest  credits  accrued  on the  loan  since  the  last
transaction  date.  If loan  interest  is paid when due,  it will not change the
portion of the Contract Fund allocated to the investment options. We reserve the
right to change the manner in which we allocate loan repayments.


                                       32


Tax Treatment of Contract Benefits

This summary provides general information on the federal income tax treatment of
the Contract.  It is not a complete  statement of what the federal  income taxes
will be in all  circumstances.  It is based on current law and  interpretations,
which  may  change.  It does not cover  state  taxes or other  taxes.  It is not
intended as tax advice.  You should  consult your own  qualified tax adviser for
complete information and advice.

Treatment as Life  Insurance.  The Contract  must meet certain  requirements  to
qualify as life insurance for tax purposes.  These requirements  include certain
definitional tests and rules for diversification of the Contract's  investments.
For further information on the diversification requirements, see Taxation of the
Fund in the statement of additional information for the Series Fund.

In order to meet the definition of life  insurance  rules for federal income tax
purposes,  the Contract  must satisfy one of the two following  tests:  (1) Cash
Value  Accumulation  Test or (2) Guideline  Premium Test. At issue, the Contract
owner chooses which of these two tests will apply to their Contract. This choice
cannot be changed thereafter.


Under the Cash Value  Accumulation  Test,  the Contract  must maintain a minimum
ratio of death  benefit to cash  value.  Therefore,  in order to ensure that the
Contract qualifies as life insurance,  the Contract's death benefit may increase
as the Contract Fund value increases.  The death benefit,  at all times, must be
at least equal to the Contract Fund  multiplied by the  applicable  attained age
factor.  A listing of attained  age factors can be found on your  Contract  data
pages.


Under the Guideline  Premium Test,  there is a limit as to the amount of premium
that can be paid  into  the  Contract  in  relation  to the  death  benefit.  In
addition,  there is a minimum  ratio of death  benefit to cash value  associated
with this test. This ratio,  however,  is less than the required ratio under the
Cash Value Accumulation test.  Therefore,  the death benefit required under this
test is generally lower than that of the Cash Value Accumulation test.

The selection of the definition of life insurance test most  appropriate for you
is dependent on several  factors,  including the insured's age at issue,  actual
Contract  earnings,  and whether or not the Contract is classified as a Modified
Endowment  Contract.  You should  consult  your own  qualified  tax  adviser for
complete  information and advice with respect to the selection of the definition
of life insurance test.

We believe we have taken adequate steps to insure that the Contract qualifies as
life insurance for tax purposes. Generally speaking, this means that:

     o    you  will not be taxed on the  growth  of the  funds in the  Contract,
          unless you receive a distribution from the Contract, and

     o    the  Contract's  death  benefit  will  be  income  tax  free  to  your
          beneficiary.

Although we believe that the Contract  should  qualify as life insurance for tax
purposes,  there are some uncertainties,  particularly  because the Secretary of
Treasury has not yet issued  permanent  regulations  that bear on this question.
Accordingly,  we  reserve  the right to make  changes  -- which  will be applied
uniformly to all Contract  owners after advance  written  notice -- that we deem
necessary to insure that the Contract will qualify as life insurance.

Pre-Death  Distributions.  The tax  treatment  of any  distribution  you receive
before the  insured's  death  depends on whether the Contract is classified as a
Modified Endowment Contract.

     Contracts Not Classified as Modified Endowment Contracts

          o    If you surrender  the Contract or allow it to lapse,  you will be
               taxed on the amount you  receive  in excess of the  premiums  you
               paid less the untaxed portion of any prior withdrawals.  For this
               purpose, you will be treated as receiving any portion of the cash
               value used to repay  Contract  debt.  The tax  consequences  of a
               surrender  may  differ if you take the  proceeds  under an income
               payment settlement option.


                                       33


          o    Generally,  you will be taxed on a  withdrawal  to the extent the
               amount you receive exceeds the premiums you paid for the Contract
               less the untaxed portion of any prior withdrawals. However, under
               some limited  circumstances,  in the first 15 Contract years, all
               or a portion of a withdrawal  may be taxed if the  Contract  Fund
               exceeds the total premiums paid less the untaxed  portions of any
               prior withdrawals,  even if total withdrawals do not exceed total
               premiums paid.

          o    Loans you take  against the Contract  are  ordinarily  treated as
               debt  and  are  not  considered  distributions  subject  to  tax.
               However,  there is some risk the Internal  Revenue  Service might
               assert   that  the   preferred   loan  should  be  treated  as  a
               distribution  for tax  purposes  because  of the  relatively  low
               differential  between  the  loan  interest  rate  and  Contract's
               crediting  rate.  Were the Internal  Revenue Service to take this
               position,  Pruco Life would take  reasonable  steps to avoid this
               result, including modifying the Contract's loan provisions.

     Modified Endowment Contracts

          o    The rules  change if the  Contract  is  classified  as a Modified
               Endowment  Contract.  The  Contract  could  be  classified  as  a
               Modified  Endowment  Contract if premiums in amounts that are too
               large are paid or a decrease in the face amount of  insurance  is
               made (or a rider removed). The addition of a rider or an increase
               in the face amount of insurance may also cause the Contract to be
               classified  as a Modified  Endowment  Contract.  You should first
               consult  a   qualified   tax   adviser   and  your   Pruco   Life
               representative if you are contemplating any of these steps.

          o    If the Contract is classified as a Modified  Endowment  Contract,
               then amounts you receive under the Contract  before the insured's
               death, including loans and withdrawals, are included in income to
               the extent that the Contract  Fund exceeds the premiums  paid for
               the  Contract  increased  by the  amount of any loans  previously
               included in income and reduced by any untaxed amounts  previously
               received  other  than the  amount  of any loans  excludable  from
               income. An assignment of a Modified Endowment Contract is taxable
               in  the  same  way.   These   rules  also   apply  to   pre-death
               distributions,  including loans and assignments,  made during the
               two-year  period  before  the  time  that the  Contract  became a
               Modified Endowment Contract.

          o    Any taxable  income on pre-death  distributions  (including  full
               surrenders)  is subject  to a penalty  of 10  percent  unless the
               amount is  received  on or after age 59 1/2,  on  account of your
               becoming  disabled or as a life annuity.  It is presently unclear
               how the  penalty  tax  provisions  apply  to  Contracts  owned by
               businesses.

          o    All Modified  Endowment  Contracts issued by us to you during the
               same calendar year are treated as a single  Contract for purposes
               of applying these rules.

Withholding.  You must  affirmatively  elect  that no taxes be  withheld  from a
pre-death  distribution.  Otherwise,  the  taxable  portion of any  amounts  you
receive will be subject to  withholding.  You are not  permitted to elect out of
withholding  if you do not provide a social  security  number or other  taxpayer
identification  number.  You may be subject to penalties under the estimated tax
payment rules if your withholding and estimated tax payments are insufficient to
cover the tax due.

Other Tax  Considerations.  If you  transfer  or assign the  Contract to someone
else, there may be gift, estate and/or income tax consequences.  If you transfer
the Contract to a person two or more generations  younger than you (or designate
such a  younger  person as a  beneficiary),  there  may be  Generation  Skipping
Transfer tax  consequences.  Deductions for interest paid or accrued on Contract
debt or on other loans that are  incurred or  continued to purchase or carry the
Contract may be denied.  Your individual  situation or that of your  beneficiary
will  determine  the  federal  estate  taxes and the  state  and  local  estate,
inheritance and other taxes due if you or the insured dies.

Business-Owned Life Insurance. If a business,  rather than an individual, is the
owner of the Contract, there are some additional rules. Business Contract owners
generally  cannot deduct premium  payments.  Business  Contract owners generally
cannot take tax  deductions  for interest on Contract debt paid or accrued after
October 13, 1995. An exception permits the deduction of interest on policy loans
on Contracts for up to 20 key persons.  The interest deduction for Contract debt
on these loans is limited to a prescribed  interest rate and a maximum aggregate
loan amount of $50,000 per key insured person. The corporate alternative minimum
tax also applies to  business-owned  life insurance.  This is an indirect tax on
additions to the Contract Fund or death benefits  received under  business-owned
life insurance policies.


                                       34


Legal Considerations Relating to Sex-Distinct Premiums and Benefits

The Contract  generally employs mortality tables that distinguish  between males
and females.  Thus, premiums and benefits differ under Contracts issued on males
and  females  of the same  age.  However,  in those  states  that  have  adopted
regulations  prohibiting  sex-distinct  insurance  rates,  premiums  and cost of
insurance charges will be based on male rates,  whether the insureds are male or
female.  In addition,  employers  and  employee  organizations  considering  the
purchase of a Contract should consult their legal advisers to determine  whether
purchase of a Contract based on sex-distinct actuarial tables is consistent with
Title VII of the Civil Rights Act of 1964 or other applicable law.

Exchange Right Available in Some States

In some  states,  you may have the right to exchange  the  Contract  for a fixed
benefit insurance plan issued by The Prudential  Insurance Company of America on
the  insured's  life.  Such an exchange  may be  permitted  within the first two
Contract  years  after a Contract is issued,  so long as the  Contract is not in
default.  This is a general  account policy with guaranteed  minimum values.  No
evidence of  insurability  will be required to make an exchange.  The new policy
will have the same issue  date and risk  classification  for the  insured as the
original  Contract.  The exchange may be subject to an equitable  adjustment  in
premiums and values,  and a payment may be required.  You may wish to obtain tax
advice before effecting such an exchange.

Option to Exchange Insured


Pruco  Life will  permit a  Contract  owner to  exchange  a  contract  for a new
contract on the life of a new insured. Upon the exchange,  the original contract
ends and the cash value (not including any Additional  Amount or return of sales
charges) is moved to the new contract without subjecting it to new sales charges
and the portion of the charge for taxes  attributable  to premiums for state and
local premium taxes. See Charges and Expenses, page 12. We will, however, report
this as a taxable surrender of your original Contract, which means that you will
be subject to income tax to the extent of any gain in the  Contract  and that we
will withhold applicable federal income taxes. Also, the cash value moved to the
new Contract will be considered new premium, which may cause your Contract to be
classified  as a Modified  Endowment  Contract.  See Tax  Treatment  of Contract
Benefits, page 33.


Other General Contract Provisions

Assignment.  This Contract may not be assigned if the  assignment  would violate
any federal, state or local law or regulation prohibiting sex distinct rates for
insurance.  Generally,  the Contract may not be assigned to an employee  benefit
plan  or  program   without  Pruco  Life's   consent.   Pruco  Life  assumes  no
responsibility for the validity or sufficiency of any assignment. We will not be
obligated  to comply  with any  assignment  unless  we  receive a copy at a Home
Office.

Beneficiary.  You  designate  and  name  your  beneficiary  in the  application.
Thereafter,  you may change the  beneficiary,  provided it is in accordance with
the terms of the Contract. Should the insured die with no surviving beneficiary,
the insured's estate will become the beneficiary.

Incontestability.  We will not contest the Contract  after it has been  in-force
during the insured's  lifetime for two years from the issue date except when any
change is made in the Contract  that  requires  Pruco Life's  approval and would
increase  our  liability.  We will not contest  such change after it has been in
effect for two years during the lifetime of the insured.

Misstatement  of Age or Sex.  If the  insured's  stated  age or sex or both  are
incorrect in the Contract, Pruco Life will adjust the death benefits payable and
any amount to be paid,  as  required by law, to reflect the correct age and sex.
Any such  benefit  will be based on what  the most  recent  deductions  from the
Contract Fund would have provided at the insured's correct age and sex.

Settlement Options. The Contract grants to most owners, or to the beneficiary, a
variety of optional ways of receiving  Contract  proceeds,  other than in a lump
sum. Any Pruco Life representative  authorized to sell this Contract can explain
these options upon request.


                                       35


Suicide Exclusion.  Generally,  if the insured,  whether sane or insane, dies by
suicide within two years from the Contract date, the Contract will end and Pruco
Life will  return  the  premiums  paid,  less any  Contract  debt,  and less any
withdrawals.  Generally, if the insured, whether sane or insane, dies by suicide
after two years from the issue date,  but within two years of the effective date
of an increase in the basic insurance amount, we will pay, as to the increase in
amount,  no more than the sum of the  premiums  paid on and after the  effective
date of an increase.

Substitution of Fund Shares

Although  Pruco Life  believes it to be  unlikely,  it is  possible  that in the
judgment  of its  management,  one or more of the  portfolios  of the  Funds may
become unsuitable for investment by Contract owners because of investment policy
changes,  tax law changes,  or the  unavailability of shares for investment.  In
that event, Pruco Life may seek to substitute the shares of another portfolio or
of an entirely  different mutual fund.  Before this can be done, the approval of
the SEC, and possibly one or more state insurance departments,  may be required.
Contract owners will be notified of any such substitution.

Reports to Contract Owners

Once each  year,  Pruco Life will send you a  statement  that  provides  certain
information  pertinent to your own Contract.  This statement will detail values,
transactions made, and specific Contract data that apply only to your particular
Contract.  You will also be sent  annual  and  semi-annual  reports of the Funds
showing the financial  condition of the portfolios and the  investments  held in
each portfolio.

Sale of the Contract and Sales Commissions

Pruco Securities Corporation ("Prusec"),  an indirect wholly-owned subsidiary of
Prudential, acts as the principal underwriter of the Contract. Prusec, organized
in 1971 under New Jersey law,  is  registered  as a broker and dealer  under the
Securities  Exchange Act of 1934 and is a member of the National  Association of
Securities  Dealers,  Inc.  Prusec's  principal  business  address  is 751 Broad
Street,  Newark,  New Jersey  07102-3777.  The  Contract  is sold by  registered
representatives of Prusec who are also authorized by state insurance departments
to do so. The Contract may also be sold through other broker-dealers  authorized
by Prusec and applicable law to do so. Registered  representatives of such other
broker-dealers may be paid on a different basis than described below.


Generally, representatives will receive a commission of no more than: (1) 25% of
the  premiums  received in the first year on  premiums up to the Target  Premium
(referred to as "segment allocation amount" in your Contract);  (2) 15.5% of the
premiums  received  in years  two  through  four on  premiums  up to the  Target
Premium;  (3) 5.25% of the premiums  received in the first year in excess of the
Target Premium; (4) 2% of the premiums received in the years two through four in
excess of the Target  Premium;  and (5) 2% of the premiums  received  after four
years.  If  the  basic  insurance  amount  is  increased,  representatives  will
generally receive a commission of no more than: (1) 25% of the premiums received
up to the Target Premium for the increase  received in the first year; (2) 15.5%
of the premiums  received up to the Target  Premium for years two through  four;
and  (3) 2% on  other  premiums  received  for  the  increase.  Moreover,  trail
commissions  of up to  0.05% of the  Contract  Fund may be paid as of the end of
each  calendar  quarter  for  years  five  through  14  and  .025%   thereafter.
Representatives  with less than 4 years of service may receive compensation on a
different basis.  Representatives  who meet certain  productivity or persistency
standards may be eligible for additional compensation.


State Regulation

Pruco  Life is  subject to  regulation  and  supervision  by the  Department  of
Insurance of the State of Arizona,  which  periodically  examines its operations
and  financial  condition.  It  is  also  subject  to  the  insurance  laws  and
regulations of all jurisdictions in which it is authorized to do business.

Pruco Life is required to submit annual statements of its operations,  including
financial statements,  to the insurance departments of the various jurisdictions
in which it does  business  to  determine  solvency  and  compliance  with local
insurance laws and regulations.

In addition to the annual statements  referred to above,  Pruco Life is required
to file with Arizona and other  jurisdictions a separate  statement with respect
to the operations of all its variable contract  accounts,  in a form promulgated
by the National Association of Insurance Commissioners.


                                       36


Experts

The consolidated  financial  statements of Pruco Life and its subsidiaries as of
December  31, 2000 and 1999 and for each of the three years in the period  ended
December 31, 2000 and the financial statements of the Account as of December 31,
2000 and for each of the three years in the period  then ended  included in this
prospectus   have   been  so   included   in   reliance   on  the   reports   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.

Actuarial matters included in this prospectus have been examined by Nancy Davis,
FSA, MAAA,  Vice President and Actuary of Prudential,  whose opinion is filed as
an exhibit to the registration statement.

Litigation and Regulatory Proceedings


We are subject to legal and  regulatory  actions in the  ordinary  course of our
businesses,  including  class  actions.  Pending  legal and  regulatory  actions
include  proceedings  specific  to  our  practices  and  proceedings   generally
applicable  to business  practices  in the  industries  in which we operate.  In
certain of these  lawsuits,  large  and/or  indeterminate  amounts  are  sought,
including punitive or exemplary damages.

Beginning in 1995,  regulatory  authorities  and customers  brought  significant
regulatory  actions  and civil  litigation  against  Pruco  Life and  Prudential
involving  individual life insurance sales practices.  In 1996,  Prudential,  on
behalf of itself and many of its life insurance  subsidiaries,  including  Pruco
Life,  entered into  settlement  agreements with relevant  insurance  regulatory
authorities and plaintiffs in the principal life insurance sales practices class
action lawsuit  covering  policyholders  of individual  permanent life insurance
policies  issued  in the  United  States  from  1982 to  1995.  Pursuant  to the
settlements, the companies agreed to various changes to their sales and business
practices  controls,  to a series of fines,  and to  provide  specific  forms of
relief to eligible class members. Virtually all claims by class members filed in
connection with the settlements  have been resolved and virtually all aspects of
the remediation program have been satisfied.

As of  December  31,  2000,  Prudential  and/or  Pruco Life  remained a party to
approximately  109 individual sales practices actions filed by policyholders who
"opted out" of the class action settlement  relating to permanent life insurance
policies  issued in the United States between 1982 and 1995. Some of these cases
seek substantial damages while others seek unspecified compensatory, punitive or
treble  damages.  It is possible  that  substantial  punitive  damages  might be
awarded  in one or more of these  cases.  Additional  suits may also be filed by
other individuals who "opted out" of the settlements.

Prudential has indemnified Pruco Life for any liabilities incurred in connection
with sales practices  litigation covering  policyholders of individual permanent
life insurance policies issued in the United States from 1982 to 1995.

As of December  31, 2000  Prudential  has paid or reserved for payment of $4.405
billion  before  tax,  equivalent  to $2.850  billion  after tax, to provide for
remediation  costs,  and additional  sales  practices  costs  including  related
administrative  costs,   regulatory  fines,   penalties  and  related  payments,
litigation  costs and  settlements,  including  settlements  associated with the
resolution of claims of deceptive sales practices  asserted by policyholders who
elected to "opt-out" of the class action  settlement  and litigate  their claims
against Prudential  separately,  and other fees and expenses associated with the
resolution of sales practices issues.


Additional Information

Pruco Life has filed a registration  statement with the SEC under the Securities
Act of  1933,  relating  to the  offering  described  in this  prospectus.  This
prospectus does not include all the  information  set forth in the  registration
statement.  Certain  portions  have  been  omitted  pursuant  to the  rules  and
regulations of the SEC. The omitted  information may, however,  be obtained from
the SEC's Public Reference Section at 450 Fifth Street, N.W.,  Washington,  D.C.
20549, or by telephoning (800) SEC-0330, upon payment of a prescribed fee.

Further  information  may also be  obtained  from Pruco  Life.  Its  address and
telephone number are set forth on the inside front cover of this prospectus.


                                       37


Financial Statements

The  financial  statements  of the  Account  should  be  distinguished  from the
consolidated  financial  statements  of Pruco Life and its  subsidiaries,  which
should be considered  only as bearing upon the ability of Pruco Life to meet its
obligations under the Contracts.


                                       38



                             DIRECTORS AND OFFICERS

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

                             DIRECTORS OF PRUCO LIFE

JAMES J. AVERY,  JR., Chairman and Director - President,  Prudential  Individual
Life Insurance  since 1998; 1997 to 1998:  Senior Vice President,  Chief Actuary
and CFO,  Prudential  Individual  Insurance  Group;  prior  to 1997:  President,
Prudential Select.

RONALD P. JOELSON, Director - Senior Vice President, Prudential Asset, Liability
and Risk Management since 1999; 1996 to 1999:  President,  Guaranteed  Products,
Prudential Institutional.

IRA J. KLEINMAN,  Director - Executive Vice President,  Prudential International
Insurance  Group  since  1997;  prior  to  1997:  Chief  Marketing  and  Product
Development Officer, Prudential Individual Insurance Group.

ESTHER H. MILNES,  President and Director - Vice  President  and Chief  Actuary,
Prudential  Individual Life Insurance since 1999;  prior to 1999: Vice President
and Actuary, Prudential Individual Insurance Group.

DAVID R. ODENATH, JR., Director - President,  Prudential Investments since 1999;
prior  to  1999:  Senior  Vice  President  and  Director  of  Sales,  Investment
Consulting Group, PaineWebber.

I. EDWARD PRICE, Vice Chairman and Director - Senior Vice President and Actuary,
Prudential  Individual  Life Insurance  since 1998;  prior to 1998:  Senior Vice
President and Actuary, Prudential Individual Insurance Group.

KIYOFUMI  SAKAGUCHI,  Director -  President  and CEO,  Prudential  International
Insurance Group.

                         OFFICERS WHO ARE NOT DIRECTORS

C. EDWARD CHAPLIN,  Treasurer - Senior Vice President and Treasurer,  Prudential
since 2000; prior to 2000: Vice President and Treasurer, Prudential.

JAMES C.  DROZANOWSKI,  Senior Vice President - Vice  President,  Operations and
Systems,  Prudential  Individual  Financial  Services since 1998; prior to 1998:
Vice President and Operations Executive, Prudential Individual Insurance Group.

THOMAS F. HIGGINS,  Senior Vice President - Vice  President,  Annuity  Services,
Prudential  Individual  Financial  Services  since  1999;  1998  to  1999:  Vice
President,  Mutual Funds,  Prudential  Individual  Financial Services;  prior to
1998: Principal, Mutual Fund Operations, The Vanguard Group.

CLIFFORD E. KIRSCH, Chief Legal Officer and Secretary - Chief Counsel,  Variable
Products, Prudential Law Department.

HIROSHI  NAKAJIMA,  Senior  Vice  President  -  President  and CEO,  Pruco  Life
Insurance  Company  Taiwan  Branch since 1997;  prior to 1997:  Senior  Managing
Director, Prudential Life Insurance Co., Ltd.

SHIRLEY H. SHAO,  Senior Vice  President and Chief Actuary - Vice  President and
Associate Actuary, Prudential since 1996.

WILLIAM J.  ECKERT,  IV,  Vice  President  and Chief  Accounting  Officer - Vice
President and IFS Controller,  Enterprise Financial Management, Prudential since
2000; 1999 to 2000: Vice President and Individual  Life  Controller,  Enterprise
Financial  Management,  Prudential;  1997 to 1999: Vice  President,  Accounting,
Enterprise  Financial  Management;  prior to 1997: Vice  President,  Accounting,
External Financial Reporting.

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.



                                       39


PRUSELECT(SM) III
Variable Life
Insurance

[LOGO] Prudential



Pruco Life Insurance Company
213 Washington Street, Newark, NJ 07102-2992
Telephone 800 286-7754



CVUL - 3  Ed. 7/2001




                                     PART II

                                OTHER INFORMATION




                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission  heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

                     REPRESENTATION WITH RESPECT TO CHARGES

Pruco Life Insurance Company ("Pruco Life") represents that the fees and charges
deducted under the Variable  Universal Life  Insurance  Contracts  registered by
this registration statement, in the aggregate, are reasonable in relation to the
services rendered,  the expenses expected to be incurred,  and the risks assumed
by Pruco Life.

                   UNDERTAKING WITH RESPECT TO INDEMNIFICATION


The  Registrant,  in  connection  with  certain  affiliates,  maintains  various
insurance  coverages under which the underwriter and certain  affiliated persons
may be insured against liability which may be incurred in such capacity, subject
to the terms, conditions, and exclusions of the insurance policies.


Arizona,  being  the  state of  organization  of Pruco  Life,  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 Life'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, SEC File No. 33-37587, filed August 15, 1997.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") 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.


                                      II-1


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

Cross-reference to items required by Form N-8B-2.


The prospectus consisting of XX pages.


The undertaking to file reports.

The representation with respect to charges.

The undertaking with respect to indemnification.

The signatures.

Written consents of the following persons:


     None.


The following exhibits:

     1.   The following exhibits  correspond to those required by paragraph A of
          the instructions as to exhibits in Form N-8B-2:

          A.   (1)  (a)  Resolution   of  Board  of   Directors  of  Pruco  Life
                         Insurance Company  establishing the Pruco Life Variable
                         Universal Account. (Note 6)
                    (b)  Amendment of Separate Account Resolution. (Note 8)
               (2)  Not Applicable.
               (3)  Distributing Contracts:
                    (a)  Distribution   Agreement   between   Pruco   Securities
                         Corporation and Pruco Life Insurance Company. (Note 6)
                    (b)  Proposed  form of Agreement  between  Pruco  Securities
                         Corporation and independent brokers with respect to the
                         Sale of the Contracts. (Note 6)
                    (c)  Schedule of Sales Commissions. (Note 10)
                    (d)  Participation Agreements and Amendments:

                         (i)   (a) AIM Variable Insurance Funds, Inc. (Note 3)

                               (b) Amendment to the AIM Variable Insurance
                                   Funds, Inc. Participation Agreement.
                                   (Note 10)
                         (ii)  (a) American Century Variable Portfolios, Inc.
                                   (Note 8)

                               (b) Amendment to the American Century Variable
                                   Portfolios, Inc. Participation Agreement.
                                   (Note 14)
                         (iii) (a) Dreyfus Variable Investment Fund. (Note 14)
                               (b) Amendment to the Dreyfus Variable Investment
                                   Fund Participation Agreement. (Note 14)

                         (iv)  (a) Franklin Templeton Variable Insurance
                                   Products Trust. (Note 13)

                               (b) Amendment to the Franklin Templeton Variable
                                   Insurance Products Trust Participation
                                   Agreement.  (Note 14)
                         (v)   (a) Goldman Sachs Variable Insurance Trust.
                                   (Note 14)
                         (vi)  (a) INVESCO Variable Investment Funds, Inc.
                                   (Note 14)
                         (vii) (a) Janus Aspen Series. (Note 14)



                                      II-2



                         (viii)(a) MFS Variable Insurance Trust. (Note 3)

                               (b) Amendment to the MFS Variable Insurance Trust
                                   Participation Agreement.(Note 10)

                         (ix)  (a) Oppenheimer Variable Account Funds. (Note 14)
                         (x)   (a) T. Rowe Price International Series, Inc.
                                   (Note 3)

                               (b) Amendment to the T. Rowe Price International
                                   Series, Inc. Participation Agreement.
                                   (Note 10)
               (4)  Not Applicable.
               (5)  Variable Universal Life Insurance Contract. (Note 9)
               (6)  (a)  Articles  of  Incorporation  of  Pruco  Life  Insurance
                         Company, as amended October 19, 1993. (Note 5)
                    (b)  By-laws of Pruco Life Insurance Company, as amended May
                         6, 1997. (Note 7)
               (7)  Not Applicable.
               (8)  Not Applicable.
               (9)  Not Applicable.
               (10) (a)  Application Form for Variable  Universal Life Insurance
                         Contract. (Note 9)
                    (b)  Supplement to the  Application  for Variable  Universal
                         Life Insurance Contract. (Note 9)
               (11) Not Applicable.
               (12) Memorandum   describing   Pruco  Life  Insurance   Company's
                    issuance,   transfer,  and  redemption  procedures  for  the
                    Contracts pursuant to Rule 6e-3(T)(b)(12)(iii). (Note 9)
               (13) (a)  Rider for Flexible Term Insurance Benefit. (Note 9)
                    (b)  Endorsement  for new PS III Contract issued as a result
                         of exchange of insureds. (Note 12)
                    (c)  Endorsement  for new PS III Contract issued as a result
                         of exchange of PS I or PS II Contracts. (Note 12)

                    (d)  Endorsement defining Active Investment Option at issue.
                         (Note 14)
                    (e)  Endorsement  defining  Active  Investment  Option  post
                         issue. (Note 14)


     2.   See Exhibit 1.A.(5).


     3.   Opinion and Consent of Clifford E. Kirsch, Esq., as to the legality of
          the securities being registered. (Note 14)


     4.   None.

     5.   Not Applicable.


     6.   Opinion and  Consent of Nancy D. Davis,  FSA,  MAAA,  as to  actuarial
          matters pertaining to the securities being registered. (Note 14)


     7.   Powers of Attorney.

          (a)  Ira J. Kleinman, Esther H. Milnes, I. Edward Price (Note 2)
          (b)  Kiyofumi Sakaguchi (Note 4)
          (c)  James J. Avery, Jr. (Note 3)
          (d)  William J. Eckert, IV, Ronald P. Joelson,  David R. Odenath,  Jr.
               (Note 11)

(Note  1)      Filed herewith.

(Note  2)      Incorporated  by  reference  to  Form  10-K,   Registration   No.
               33-86780,  filed  March 31,  1997 on  behalf  of the  Pruco  Life
               Variable Contract Real Property Account.

(Note  3)      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.
(Note  4)      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  5)      Incorporated   by  reference  to  Form  S-6,   Registration   No.
               333-07451,  filed  July  2,  1996 on  behalf  of the  Pruco  Life
               Variable Appreciable Account.
(Note  6)      Incorporated by reference to  Post-Effective  Amendment No. 10 to
               Form S-6,  Registration  No.  33-29181,  filed  April 28, 1997 on
               behalf of the Pruco Life Variable Universal Account.


                                      II-3


(Note  7)      Incorporated  by  reference  to  Form  10-Q,   Registration   No.
               33-37587,  filed  August  15,  1997 on behalf  of the Pruco  Life
               Insurance Company.
(Note  8)      Incorporated by reference to  Post-Effective  Amendment No. 13 to
               Form S-6, Registration No. 33-29181, filed June 4, 1999 on behalf
               of the Pruco Life Variable Universal Account.
(Note  9)      Incorporated by reference to Registrant's  Form S-6, filed August
               13, 1999.
(Note 10)      Incorporated  by reference to  Pre-Effective  Amendment  No. 1 to
               this Registration Statement, filed November 3, 1999.

(Note 11)      Incorporated   by  reference  to  Form  N-4,   Registration   No.
               333-52754,  filed  December  26, 2000 on behalf of the Pruco Life
               Flexible Premium Variable Annuity Account.

(Note 12)      Incorporated  by reference to  Post-Effective  Amendment No. 1 to
               this Registration Statement, filed April 26, 2000.
(Note 13)      Incorporated   by  reference  to  Form  S-6,   Registration   No.
               333-94117,  filed  January  5, 2000 on  behalf of the Pruco  Life
               Variable Universal Account.

(Note 14)      Incorporated  by reference to  Post-Effective  Amendment No. 2 to
               this Registration Statement, filed October 13, 2000.



                                      II-4


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant,  the
Pruco  Life  Variable  Universal  Account,  has duly  caused  this  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 6th day of April, 2001.


(Seal)                            Pruco Life Variable Universal Account
                                              (Registrant)

                                    By: Pruco Life Insurance Company
                                               (Depositor)


Attest:  /s/ Thomas C. Castano                By: /s/ Esther H. Milnes
         ---------------------------              -----------------------------
         Thomas C. Castano                        Esther H. Milnes
         Assistant Secretary                      President



Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment  No. 3 to the  Registration  Statement  has been  signed  below by the
following persons in the capacities indicated on this 6th day of April, 2001.


           Signature and Title


/s/ *
- --------------------------------------------
Esther H. Milnes
President and Director

/s/ *
- --------------------------------------------
William J. Eckert, IV
Vice President and Chief Accounting Officer

/s/ *
- --------------------------------------------
James J. Avery, Jr.                              *By: /s/ Thomas C. Castano
Director                                              --------------------------
                                                      Thomas C. Castano
/s/ *                                                 (Attorney-in-Fact)
- --------------------------------------------
Ronald P. Joelson
Director

/s/ *
- --------------------------------------------
Ira J. Kleinman
Director

/s/ *
- --------------------------------------------
David R. Odenath, Jr.
Director

/s/ *
- --------------------------------------------
I. Edward Price
Director

/s/ *
- --------------------------------------------
Kiyofumi Sakaguchi
Director


                                      II-5