As filed with the SEC on        .                    Registration No.  333-85117
                        --------

                       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 OF NEW JERSEY
                          VARIABLE APPRECIABLE ACCOUNT
                              (Exact Name of Trust)

                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                               (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 of New Jersey
                              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


     |X|  on May 1, 2001 pursuant to paragraph (b) of Rule 485
               (date)


     |_|  60 days after filing pursuant to paragraph (a) of Rule 485

     |_|  on __________ pursuant to paragraph (a) of Rule 485
               (date)





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

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

            1.          Cover Page

            2.          Cover Page

            3.          Not Applicable

            4.          Sale of the Contract and Sales Commissions

            5.          Pruco Life of New Jersey Variable Appreciable Account

            6.          Pruco Life of New Jersey Variable Appreciable 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  of New  Jersey
                        Variable Appreciable 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






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

            17.         When Proceeds are Paid

            18.         Pruco Life of New Jersey Variable Appreciable 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 of New Jersey

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

            27.         Pruco Life Insurance Company of New Jersey; The Funds

            28.         Pruco Life  Insurance  Company of New Jersey;  Directors
                        and Officers

            29.         Pruco Life Insurance Company of New Jersey

            30.         Not Applicable

            31.         Not Applicable

            32.         Not Applicable

            33.         Not Applicable

            34.         Not Applicable

            35.         Pruco Life Insurance Company of New Jersey

            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-B-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  of New  Jersey
                        Variable Appreciable Account; The Funds

            47.         Pruco Life of New Jersey Variable  Appreciable  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 of
                        New  Jersey  Variable  Appreciable  Account;   Financial
                        Statements of Pruco Life Insurance Company of New Jersey





                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS





                                PRUSELECT(SM) III
                             Variable Life Insurance

                                   PROSPECTUS


                            Pruco Life of New Jersey
                          Variable Appreciable Account


                                   May 1, 2001







                   Pruco Life Insurance Company of New Jersey



PROSPECTUS
May 1, 2001
PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE 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 of New Jersey ("Pruco
Life of New Jersey",  "us",  "we", or "our"),  a stock life  insurance  company.
Pruco  Life  of  New  Jersey  is an  indirect,  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.  PruSelect(SM)
III Contracts issued in New York may not be individually owned.

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 7.

This  prospectus  describes  the  Contract  generally  and the Pruco Life of New
Jersey Variable Appreciable 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 of New Jersey 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 of New Jersey
                              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 OF NEW JERSEY, THE PRUCO LIFE
OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS AVAILABLE
UNDER THE CONTRACT ..................................................................................6
   Pruco Life Insurance Company of New Jersey........................................................6
   Pruco Life of New Jersey Variable Appreciable Account.............................................6
   The Funds.........................................................................................7
   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......................................................................................25
   Lapse and Reinstatement..........................................................................26
   Increases in Basic Insurance Amount..............................................................26
   Decreases in Basic Insurance Amount..............................................................27
   When Proceeds Are Paid...........................................................................28
   Illustrations of Surrender Values, Death Benefits, and Accumulated Premiums......................28
   Contract Loans...................................................................................30
   Tax Treatment of Contract Benefits...............................................................31
   Legal Considerations Relating to Sex-Distinct Premiums and Benefits..............................33
   Exchange Right...................................................................................33
   Option to Exchange Insured.......................................................................33
   Other General Contract Provisions................................................................33
   Substitution of Fund Shares......................................................................34
   Reports to Contract Owners.......................................................................34
   Sale of the Contract and Sales Commissions.......................................................34
   State Regulation.................................................................................34
   Experts..........................................................................................35











                                                                                                
   Litigation and Regulatory Proceedings............................................................35
   Additional Information...........................................................................36
   Financial Statements.............................................................................36

DIRECTORS AND OFFICERS..............................................................................37

FINANCIAL STATEMENTS OF THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF PRUCO LIFE OF NEW
JERSEY VARIABLE APPRECIABLE ACCOUNT.................................................................A1

FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY..................................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.

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 26.

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 26.

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 of New Jersey -- Us, we,  our,  Pruco Life of New
Jersey. 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 of New Jersey Variable  Appreciable  Account. The Separate Account is
set apart from all of the general  assets of Pruco Life of New Jersey  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.

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 of New Jersey  ("Pruco
Life of New Jersey", "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.  PruSelect(SM) III Contracts
issued in New York may not be individually owned.

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 31.

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 of New Jersey may make:

          ------------------------------------------------------------
                                 Premium Payment
          ------------------------------------------------------------
                                        |
                                        |
     ----------------------------------------------------------------------
     o    less  a  charge  of  up  to  7.5%  of  the  premiums  paid  for
          taxes attributable to premiums.

     o    less a charge for sales expenses of up to 15% of the premiums
          paid.
     ----------------------------------------------------------------------
                                        |
                                        |
- --------------------------------------------------------------------------------
                             Invested Premuim 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 of New Jersey 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 30.)

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
- ------------------------------------------------------------------------------------------------------------------------------------
                                                       Investment         Other        12B-1        Total Contractual   Total Actual
        Portfolio                                     Advisory Fee       Expenses      Fees             Expenses         Expenses*
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Series Fund
  Conservative Balanced                                  0.55%             0.05%         N/A              0.60%            0.60%
  Diversified Bond                                       0.40%             0.05%         N/A              0.45%            0.45%
  Equity                                                 0.45%             0.04%         N/A              0.49%            0.49%
  Flexible Managed                                       0.60%             0.04%         N/A              0.64%            0.64%
  Global                                                 0.75%             0.10%         N/A              0.85%            0.85%
  High Yield Bond                                        0.55%             0.05%         N/A              0.60%            0.60%
  Money Market                                           0.40%             0.04%         N/A              0.44%            0.44%
  Prudential Jennison                                    0.60%             0.04%         N/A              0.64%            0.64%
  Stock Index                                            0.35%             0.04%         N/A              0.39%            0.39%
  Value                                                  0.40%             0.05%         N/A              0.45%            0.45%
  SP Alliance Large Cap Growth                           0.90%             0.37%         N/A              1.27%            1.10%
  SP Davis Value                                         0.75%             0.18%         N/A              0.93%            0.83%
  SP INVESCO Small Company Growth                        0.95%             1.08%         N/A              2.03%            1.15%
  SP PIMCO High Yield                                    0.60%             0.44%         N/A              1.04%            0.82%
  SP PIMCO Total Return                                  0.60%             0.26%         N/A              0.86%            0.76%
  SP Small/Mid Cap Value                                 0.90%             0.51%         N/A              1.41%            1.05%
- ------------------------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds
  AIM V.I. Value Fund                                    0.61%             0.23%         N/A              0.84%            0.84%
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%             0.29%         N/A              1.04%            0.98%
Dreyfus Variable Investment Fund
  Small Cap Portfolio                                    0.75%             0.03%         N/A              0.78%            0.78%
Franklin Templeton Variable Insurance Products Trust
  Franklin Small Cap Fund - Class 2                      0.53%             0.53%         N/A              1.06%            1.06%
Goldman Sachs Variable Insurance Trust (VIT)(2)
  CORE(SM) Small Cap Equity Fund                         0.75%             0.80%         N/A              1.55%            1.00%
INVESCO Variable Investment Funds, Inc.(3)
  VIF - Technology Fund                                  0.72%             0.30%         N/A              1.02%            1.02%
  VIF - Utilities Fund                                   0.60%             0.81%         N/A              1.41%            1.22%
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)             0.62%             0.02%        0.15%             0.79%            0.79%
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  Management Fees include the ordinary expenses
     of operating the Funds.

(2)  Franklin  Templeton  Variable  Insurance  Products  Trust Other Expenses of
     0.53% includes a distribution  and service (12b-1) fee of 0.25%. The Fund's
     class 2  distribution  plan or "rule 12b-1 plan" is described in the Fund's
     prospectus.

(3)  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 the Fund's average daily net assets.

(4)  INVESCO Variable  Investment Funds, Inc. The Fund's actual "Other Expenses"
     and "Total Actual  Expenses"  were lower than the figures shown because its
     custodian fees were reduced under an expense offset arrangement.

                                       4



(5)  Janus Aspen  Series Table  reflects  expenses  based upon  expenses for the
     fiscal year ended December 31, 2000, 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) An expense offset arrangement with the
     Fund's  custodian  resulted in a reduction in "Other Expenses" by 0.01% and
     is reflected in the "Total Actual Expenses."


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 31.

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 26.

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 of New Jersey  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 OF NEW JERSEY,
           THE PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT,
                          AND THE VARIABLE INVESTMENT
                      OPTIONS AVAILABLE UNDER THE CONTRACT

Pruco Life Insurance Company of New Jersey

Pruco Life Insurance  Company of New Jersey  ("Pruco Life of New Jersey",  "us",
"we", or "our") is a stock life insurance  company,  organized in 1982 under the
laws of the State of New  Jersey.  It is  licensed  to sell life  insurance  and
annuities only in the States of New Jersey and New York.


Pruco  Life  of  New  Jersey  is an  indirect,  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 stock life  insurance  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. The application was submitted on
March 14, 2001.  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.  If  demutualization  does occur,  all the  guaranteed
benefits described in your policy or contract would stay the same.


Pruco Life of New Jersey Variable Appreciable Account

We have  established a separate  account,  the Pruco Life of New Jersey Variable
Appreciable Account (the "Account"), to hold the assets that are associated with
the Contracts.  The Account was established on January 13, 1984 under New Jersey
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 of New Jersey's other assets.

Pruco Life of New Jersey is the legal owner of the assets in the Account.  Pruco
Life of New Jersey 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 of New  Jersey
conducts.  In addition to these assets,  the Account's  assets may include funds
contributed by Pruco Life of New Jersey to commence operation of the Account and
may include  accumulations of the charges Pruco Life of New Jersey makes against
the Account.  From time to time these  additional  assets will be transferred to
Pruco Life of New Jersey's  general  account.  Before making any such  transfer,
Pruco Life of New Jersey 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 of New Jersey.

Currently,  you may  choose to  invest  in no more  than 16 of the 32  available
variable  investment  options.  Once you allocate funds to a particular variable
investment option, it continues as one of the 16 variable investment options you
may use,  even if the current value of the variable  investment  option is zero.
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 of New Jersey
that  invests in a particular  mutual fund is referred to in your  contract as a
subaccount.  Pruco  Life of New Jersey may add  additional  variable  investment
options in the future. The Account's financial statements begin on page A1.


                                       6


The Funds

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

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.

                                       7



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.

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 Management,  Inc. ("PIMI"), 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.  PIMI'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.

Victory Capital Management ("Victory"), serves as a sub-adviser for a portion of
the  assets  of  the  Value   Portfolio.   It  is  expected  that  under  normal
circumstances Victory will manage approximately 25% of the Portfolio.  Victory'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.


                                       8



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.


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 $2
     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.




                                       9


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

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.


                                       10


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.

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 12, 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 of New Jersey 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 of New Jersey under the Contracts.
These  percentages vary by Fund, and reflect  administrative  and other services
provided by Pruco Life of New Jersey.

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 of New Jersey 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



                                       11


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.

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 of New Jersey
representative  from time to time about the choices  available  to you under the
Contract.  Pruco Life of New Jersey 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 of New Jersey is entitled to make under the  Contract.  The  "current
charge" is the lower  amount that Pruco Life of New Jersey 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.  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 of New  Jersey.  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.  Tax rates vary from  jurisdiction  to
     jurisdiction  and  generally  range from 0% to 5%. Pruco Life of New Jersey
     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.


(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, we charge 13 1/2% of premiums received up
     to the Target  Premium  and 2% of any excess for the first 10 years of each
     coverage  segment.  In years  11 and  later of each  coverage  segment,  we
     currently  charge 2% of premiums  received.  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 26.

                                       12



     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, which could be significantly  disadvantageous.
     See Tax Treatment of Contract Benefits, page 31.

Return of Sales Charges

If the Contract is fully surrendered within the first four Contract years and it
is not in default, Pruco Life of New Jersey will return 50% of any sales charges
deducted from premiums paid within 24 months prior to the date Pruco Life of New
Jersey 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%         0.05%         N/A          0.60%            0.60%
   Diversified Bond                                       0.40%         0.05%         N/A          0.45%            0.45%
   Equity                                                 0.45%         0.04%         N/A          0.49%            0.49%
   Flexible Managed                                       0.60%         0.04%         N/A          0.64%            0.64%
   Global                                                 0.75%         0.10%         N/A          0.85%            0.85%
   High Yield Bond                                        0.55%         0.05%         N/A          0.60%            0.60%
   Money Market                                           0.40%         0.04%         N/A          0.44%            0.44%
   Prudential Jennison                                    0.60%         0.04%         N/A          0.64%            0.64%
   Stock Index                                            0.35%         0.04%         N/A          0.39%            0.39%
   Value                                                  0.40%         0.05%         N/A          0.45%            0.45%
   SP Alliance Large Cap Growth                           0.90%         0.37%         N/A          1.27%            1.10%
   SP Davis Value                                         0.75%         0.18%         N/A          0.93%            0.83%
   SP INVESCO Small Company Growth                        0.95%         1.08%         N/A          2.03%            1.15%
   SP PIMCO High Yield                                    0.60%         0.44%         N/A          1.04%            0.82%
   SP PIMCO Total Return                                  0.60%         0.26%         N/A          0.86%            0.76%
   SP Small/Mid Cap Value                                 0.90%         0.51%         N/A          1.41%            1.05%

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

 AIM Variable Insurance Funds
   AIM V.I. Value Fund                                    0.61%         0.23%         N/A          0.84%            0.84%
 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%         0.29%         N/A          1.04%            0.98%
 Dreyfus Variable Investment Fund
   Small Cap Portfolio                                    0.75%         0.03%         N/A          0.78%            0.78%
 Franklin Templeton Variable Insurance Products Trust
   Franklin Small Cap Fund - Class 2                      0.53%         0.53%         N/A          1.06%            1.06%
 Goldman Sachs Variable Insurance Trust (VIT) (2)
   CORE(SM) Small Cap Equity Fund                         0.75%         0.80%         N/A          1.55%            1.00%
 INVESCO Variable Investment Funds, Inc. (3)
   VIF - Technology Fund                                  0.72%         0.30%         N/A          1.02%            1.02%
   VIF - Utilities Fund                                   0.60%         0.81%         N/A          1.41%            1.22%
 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)             0.62%         0.02%        0.15%         0.79%            0.79%
 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  Management Fees include the ordinary expenses
     of operating the Funds.

(2)  Franklin  Templeton  Variable  Insurance  Products  Trust Other Expenses of
     0.53% includes a distribution  and service (12b-1) fee of 0.25%. The Fund's
     class 2  distribution  plan or "rule 12b-1 plan" is described in the Fund's
     prospectus.

(3)  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 the Fund's average daily net assets.




                                       14



(4)  INVESCO Variable  Investment Funds, Inc. The Fund's actual "Other Expenses"
     and "Total Actual  Expenses"  were lower than the figures shown because its
     custodian fees were reduced under an expense offset arrangement.

(5)  Janus Aspen  Series Table  reflects  expenses  based upon  expenses for the
     fiscal year ended December 31, 2000, 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) An expense offset arrangement with the
     Fund's  custodian  resulted in a reduction in "Other Expenses" by 0.01% and
     is reflected in the "Total Actual Expenses."


The  expenses  relating to the Funds  (other than those of the Series Fund) have
been provided to Pruco Life of New Jersey by the Funds. Pruco Life of New Jersey
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 of New Jersey 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 of New Jersey  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 of New
Jersey estimated in fixing its administrative charges.

Monthly Deductions from the Contract Fund

Pruco Life of New Jersey 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 of New  Jersey  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.

(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 of New Jersey 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 of New Jersey's current COI rates are lower than the
     maximum rates. For additional information, see Increases in Basic Insurance
     Amount, page 26.

(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.

     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



                                       15


     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 of New Jersey 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 of New Jersey.  PruSelect(SM)  III Contracts
issued in New York are not eligible for simplified issue.

Pruco Life of New Jersey 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 of New Jersey 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 26.

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 of New
Jersey may issue the Contract on insureds of other ages.


                                       16


Short-Term Cancellation Right or "Free-Look"

Generally,  you may return the  Contract  for a refund  within 10 days after you
receive it. 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 25.

Changing the Type of Death Benefit

You may change the type of death  benefit at any time and  subject to Pruco Life
of New  Jersey'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.

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.


                                       17


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 of New  Jersey  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 31.

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 AN AREA CHART IN THE PRINTED MATERIAL.]

Policy Year    Base Contract Death Benefit    Rider 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 of New Jersey.  See  Increases in Basic  Insurance
     Amount,  page  26  and  Decreases  in  Basic  Insurance  Amount,  page  27.
     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 31) 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 of New  Jersey
representative  to see illustrations  based on different  combinations of all of
the  above.   You  can  then   discuss  with  your  Pruco  Life  of  New  Jersey
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 31.

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 of New Jersey  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 taxes  attributable  to premiums
and the charge for sales  expenses  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 taxes  attributable to premiums and the charge for sales expenses
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 33), 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 of New  Jersey  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



                                       21


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.

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.  See  Contract  Loans,  page 30 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 of New Jersey 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 28.

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
of New  Jersey  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 31, 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                                                           the Contract Fund
        insured           and the Contract        the attained age   multiplied by the attained      and the Death
         is age                Fund is            factor is**              age factor is              Benefit 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 31, 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                                                           the Contract Fund
        insured           and the Contract        the attained age   multiplied by the attained      and the Death
         is age                Fund is            factor is**              age factor is              Benefit 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 31, 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 premiums                               the Contract Fund
      insured         and the Contract  paid less any withdrawals    the attained age   multiplied by the attained     and the Death
      is age              Fund is         with interest equals         factor is**           age factor is              Benefit 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 (or for a fixed reduced
paid-up  insurance  benefit in New York state)  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 of New Jersey'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 31.


Fixed reduced  paid-up  insurance  (available  in New York state only)  provides
paid-up insurance, the amount of which will be paid when the insured dies. There
will be cash values and loan values.  The loan  interest  rate for fixed reduced
paid-up  insurance is 5%. Upon  surrender of the  Contract,  the amount of fixed
reduced  paid-up  insurance  depends  upon the net cash value and the  insured's
issue  age,  sex,  smoker/non-smoker  status,  and the  length of time since the
Contract date.

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 31.



                                       25


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 31. Before making any withdrawal which causes a decrease in basic
insurance  amount,  you should consult with your tax adviser and your Pruco Life
of New Jersey 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 of New Jersey 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 of New Jersey
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 31.

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.

Increases in Basic Insurance Amount

Subject  to  state  approval  and  subject  to  the  underwriting   requirements
determined by Pruco Life of New Jersey, 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 of New
          Jersey'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.


                                       26


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
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 31.
Therefore, before increasing the basic insurance amount, you should consult with
your tax adviser and your Pruco Life of New Jersey representative.

Decreases in Basic Insurance Amount

As explained earlier, you may make a withdrawal.  See Withdrawals,  page 25. 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



                                       27


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 31.  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 31.
Before  requesting any decrease in basic  insurance  amount,  you should consult
with your tax adviser and your Pruco Life of New Jersey representative.

When Proceeds Are Paid

Pruco Life of New Jersey 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 of New Jersey 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 31 and Types of 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 31 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 31 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.

                                       28


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 31 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 31 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 0.81%,  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 -1.01%, 4.99%, and 10.99%,  respectively.  Assuming
maximum  charges,  gross  returns of 0%, 6%, and 12% are the  equivalent  of net
returns of -1.31%, 4.69%, and 10.69%, respectively. The actual fees and expenses
of the portfolios associated with a particular Contract may be more or less than
0.81% 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.


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 of New Jersey
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 of New Jersey  representative can
provide you with a hypothetical  illustration  for your own age, sex, and rating
class.


                                       29


                                  ILLUSTRATIONS
                                  -------------
                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES



                                              Death Benefit (1)                                Surrender Value (1)
                                 --------------------------------------------    -----------------------------------------------
                                       Assuming Hypothetical Gross (and Net)           Assuming Hypothetical Gross (and Net)
                  Premiums                  Annual Investment Return of                     Annual Investment Return of
   End Of        Accumulated     --------------------------------------------    -----------------------------------------------
   Policy       at 4% Interest    0% Gross        6% Gross        12% Gross       0% Gross          6% Gross         12% Gross
    Year          Per Year      (-1.01% Net)     (4.99% Net)    (10.99% Net)    (-1.01% Net)       (4.99% Net)      (10.99% Net)
- ------------    --------------   ------------    ------------   -------------    ----------        -----------      ------------
                                                                                               
      1         $    56,919      $ 1,000,000     $ 1,000,000     $  1,000,000    $  48,407         $    51,120      $     53,834
      2         $   116,115      $ 1,000,000     $ 1,000,000     $  1,000,000    $  94,926         $   103,133      $    111,667
      3         $   177,679      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 137,231         $   153,785      $    171,691
      4         $   241,705      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 179,019         $   206,895      $    238,266
      5         $   308,293      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 212,907         $   255,207      $    304,748
      6         $   377,544      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 253,686         $   313,652      $    386,764
      7         $   449,565      $ 1,000,000     $ 1,000,000     $  1,193,739    $ 293,970         $   374,994      $    477,496
      8         $   467,547      $ 1,000,000     $ 1,000,000     $  1,282,133    $ 288,813         $   391,723      $    527,627
      9         $   486,249      $ 1,000,000     $ 1,000,000     $  1,369,882    $ 283,474         $   409,147      $    582,928
     10         $   505,699      $ 1,000,000     $ 1,000,000     $  1,468,147    $ 277,943         $   427,310      $    643,924
     15         $   615,260      $ 1,000,000     $ 1,049,568     $  2,090,637    $ 246,207         $   530,085      $  1,055,877
 20 (Age 65)    $   748,558      $ 1,000,000     $ 1,131,660     $  2,977,910    $ 203,367         $   654,139      $  1,721,335
     25         $   910,735      $ 1,000,000     $ 1,240,692     $  4,312,997    $ 147,040         $   805,644      $  2,800,647
     30         $ 1,108,049      $ 1,000,000     $ 1,371,597     $  6,298,544    $  58,128         $   986,760      $  4,531,326
     35         $ 1,348,111      $         0(2)  $ 1,531,888     $  9,292,116    $       0(2)      $ 1,196,788      $  7,259,465
     40         $ 1,640,183      $         0     $ 1,727,195     $ 13,838,171    $       0         $ 1,439,329      $ 11,531,809
     45         $ 1,995,533      $         0     $ 1,956,741     $ 20,706,088    $       0         $ 1,716,439      $ 18,163,235


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 33, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T1


                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES




                                              Death Benefit (1)                                Surrender Value (1)
                                 --------------------------------------------    -----------------------------------------------
                                       Assuming Hypothetical Gross (and Net)           Assuming Hypothetical Gross (and Net)
                  Premiums                  Annual Investment Return of                     Annual Investment Return of
   End Of        Accumulated     --------------------------------------------    -----------------------------------------------
   Policy      at 4% Interest      0% Gross       6% Gross         12% Gross      0% Gross           6% Gross         12% Gross
    Year          Per Year       (-1.31% Net)    (4.69% Net)     (10.69% Net)   (-1.31% Net)        (4.69% Net)      (10.69% Net)
- ------------   --------------   -------------    -----------     ------------    ----------         ----------       -----------
                                                                                                
      1         $    56,919      $ 1,000,000     $ 1,000,000     $  1,000,000    $  41,974           $  44,393       $    46,814
      2         $   116,115      $ 1,000,000     $ 1,000,000     $  1,000,000    $  83,324           $  90,558       $    98,087
      3         $   177,679      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 119,957           $ 134,487       $   150,220
      4         $   241,705      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 155,978           $ 180,381       $   207,877
      5         $   308,293      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 183,182           $ 220,140       $   263,482
      6         $   377,544      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 217,982           $ 270,289       $   334,159
      7         $   449,565      $ 1,000,000     $ 1,000,000     $  1,031,175    $ 252,156           $ 322,730       $   412,470
      8         $   467,547      $ 1,000,000     $ 1,000,000     $  1,097,959    $ 243,574           $ 332,914       $   451,835
      9         $   486,249      $ 1,000,000     $ 1,000,000     $  1,162,920    $ 234,585           $ 343,220       $   494,860
     10         $   505,699      $ 1,000,000     $ 1,000,000     $  1,235,378    $ 225,127           $ 353,623       $   541,832
     15         $   615,260      $ 1,000,000     $ 1,000,000     $  1,679,827    $ 168,294           $ 406,091       $   848,397
 20 (Age 65)    $   748,558      $ 1,000,000     $ 1,000,000     $  2,274,280    $  84,559           $ 454,730       $ 1,314,613
     25         $   910,735      $         0(2)  $ 1,000,000     $  3,091,873    $       0(2)        $ 487,824       $ 2,007,710
     30         $ 1,108,049      $         0     $ 1,000,000     $  4,196,898    $       0           $ 480,571       $ 3,019,351
     35         $ 1,348,111      $         0     $ 1,000,000     $  5,703,833    $       0           $ 364,067       $ 4,456,119
     40         $ 1,640,183      $         0     $         0(2)  $  7,783,824    $       0           $       0(2)    $ 6,486,520
     45         $ 1,995,533      $         0     $         0     $ 10,655,669    $       0           $       0       $ 9,347,078


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 24, unless an additional  premium payment was made.  Based
          on a gross return of 6%, the Contract  would go into default in policy
          year 40, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T2


                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 TARGET COVERAGE AMOUNT
          ($5,000 BASIC INSURANCE AMOUNT, $995,000 TARGET TERM RIDER)
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES




                                              Death Benefit (1)                                Surrender Value (1)
                                 --------------------------------------------    -----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)           Assuming Hypothetical Gross (and Net)
                  Premiums                Annual Investment Return of                     Annual Investment Return of
   End Of        Accumulated     --------------------------------------------    -----------------------------------------------
    Policy      at 4% Interest    0% Gross         6% Gross        12% Gross     0% Gross            6% Gross        12% Gross
     Year         Per Year       (-1.01% Net)    (4.99% Net)     (10.99% Net)   (-1.01% Net)       (4.99% Net)      (10.99% Net)
 ------------   --------------   -----------     ------------    ------------    -----------       -----------      ------------
                                                                                               
      1         $    56,919      $ 1,000,000     $ 1,000,000     $  1,000,000    $  51,475         $    54,564      $     57,653
      2         $   116,115      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 101,130         $   110,482      $    120,206
      3         $   177,679      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 149,643         $   168,523      $    188,942
      4         $   241,705      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 197,575         $   229,387      $    265,178
      5         $   308,293      $ 1,000,000     $ 1,000,000     $  1,000,000    $ 243,817         $   292,106      $    348,643
      6         $   377,544      $ 1,000,000     $ 1,000,000     $  1,141,297    $ 290,630         $   359,100      $    442,363
      7         $   449,565      $ 1,000,000     $ 1,073,250     $  1,364,704    $ 336,896         $   429,300      $    545,882
      8         $   467,547      $ 1,000,000     $ 1,090,370     $  1,465,801    $ 331,484         $   448,712      $    603,210
      9         $   486,249      $ 1,000,000     $ 1,101,967     $  1,566,164    $ 325,926         $   468,922      $    666,453
     10         $   505,699      $ 1,000,000     $ 1,117,110     $  1,678,550    $ 320,208         $   489,960      $    736,206
     15         $   615,260      $ 1,000,000     $ 1,204,389     $  2,390,472    $ 285,161         $   608,277      $  1,207,309
 20 (Age 65)    $   748,558      $ 1,000,000     $ 1,298,761     $  3,405,188    $ 236,674         $   750,729      $  1,968,317
     25         $   910,735      $ 1,000,000     $ 1,424,045     $  4,932,008    $ 171,011         $   924,705      $  3,202,602
     30         $ 1,108,049      $ 1,000,000     $ 1,574,433     $  7,202,679    $  63,543         $ 1,132,685      $  5,181,784
     35         $ 1,348,111      $         0(2)  $ 1,758,553     $ 10,626,110    $       0(2)      $ 1,373,870      $  8,301,649
     40         $ 1,640,183      $         0     $ 1,982,876     $ 15,824,938    $       0         $ 1,652,397      $ 13,187,448
     45         $ 1,995,533      $         0     $ 2,246,513     $ 23,679,017    $       0         $ 1,970,625      $ 20,771,068


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 32, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T3



                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 TARGET COVERAGE AMOUNT
          ($5,000 BASIC INSURANCE AMOUNT, $995,000 TARGET TERM RIDER)
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES




                                              Death Benefit (1)                                Surrender Value (1)
                                 --------------------------------------------    -----------------------------------------------
                                     Assuming Hypothetical Gross (and Net)           Assuming Hypothetical Gross (and Net)
                  Premiums                Annual Investment Return of                     Annual Investment Return of
   End Of        Accumulated     --------------------------------------------    -----------------------------------------------
    Policy     at 4% Interest      0% Gross       6% Gross        12% Gross       0% Gross           6% Gross        12% Gross
     Year         Per Year       (-1.31% Net)   (4.69% Net)      (10.69% Net)    (-1.31% Net)       (4.69% Net)    (10.69% Net)
 ------------   ------------     ------------   ------------     ------------    -----------        ----------     -------------
                                                                                               
      1         $    56,919      $ 1,000,000    $  1,000,000     $  1,000,000    $ 45,445           $   48,290      $     51,138
      2         $   116,115      $ 1,000,000    $  1,000,000     $  1,000,000    $ 90,203           $   98,732      $    107,610
      3         $   177,679      $ 1,000,000    $  1,000,000     $  1,000,000    $ 133,723          $  150,883      $    169,459
      4         $   241,705      $ 1,000,000    $  1,000,000     $  1,000,000    $ 176,578          $  205,430      $    237,928
      5         $   308,293      $ 1,000,000    $  1,000,000     $  1,000,000    $ 217,649          $  261,381      $    312,650
      6         $   377,544      $ 1,000,000    $  1,000,000     $  1,023,559    $ 259,194          $  321,135      $    396,728
      7         $   449,565      $ 1,000,000    $  1,000,000     $  1,222,640    $ 300,083          $  383,713      $    489,056
      8         $   467,547      $ 1,000,000    $  1,000,000     $  1,302,165    $ 291,165          $  397,150      $    535,870
      9         $   486,249      $ 1,000,000    $  1,000,000     $  1,379,538    $ 281,871          $  410,926      $    587,037
     10         $   505,699      $ 1,000,000    $  1,000,000     $  1,465,813    $ 272,143          $  425,034      $    642,900
     15         $   615,260      $ 1,000,000    $  1,000,000     $  1,994,845    $ 214,578          $  500,520      $  1,007,497
 20 (Age 65)    $   748,558      $ 1,000,000    $  1,009,705     $  2,702,241    $ 131,610          $  583,645      $  1,561,989
     25         $   910,735      $         0(2) $  1,034,957     $  3,674,980    $       0(2)       $  672,050      $  2,386,351
     30         $ 1,108,049      $         0    $ 1,059,414      $  4,989,565    $       0          $  762,169      $  3,589,615
     35         $ 1,348,111      $         0    $  1,085,851     $  6,782,172    $       0          $  848,321      $  5,298,572
     40         $ 1,640,183      $         0    $  1,117,666     $  9,256,380    $       0          $  931,388      $  7,713,650
     45         $ 1,995,533      $         0    $  1,154,177     $ 12,672,455    $       0          $1,012,436      $ 11,116,189


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 25, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T4



                      PRUSELECT III LIFE INSURANCE CONTRACT
                              GUIDLINE PREMIUM TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
          ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS (3)
                              USING CURRENT CHARGES




                                                Death Benefit (1)                                    Surrender Value (1)
                                 ---------------------------------------------------------------------------------------------------
                                     Assuming Hypothetical Gross (and Net)                Assuming Hypothetical Gross (and Net)
                   Premiums                Annual Investment Return of                         Annual Investment Return of
    End Of        Accumulated    ---------------------------------------------------------------------------------------------------
    Policy       at 4% Interest    0% Gross        6% Gross          12% Gross         0% Gross         6% Gross         12% Gross
     Year           Per Year     (-1.01% Net)     (4.99% Net)       (10.99% Net)     (-1.01% Net)     (4.99% Net)       (10.99% Net)
 ------------   ---------------  -----------------------------------------------     -----------------------------------------------
                                                                                                   
      1         $    56,919      $ 1,000,000     $    1,000,000     $  1,000,000     $    48,407     $      51,120      $     53,834
      2         $   116,115      $ 1,000,000     $    1,000,000     $  1,000,000     $    94,926     $     103,133      $    111,667
      3         $   177,679      $ 1,000,000     $    1,000,000     $  1,000,000     $   137,231     $     153,785      $    171,691
      4         $   241,705      $ 1,000,000     $    1,000,000     $  1,000,000     $   179,019     $     206,895      $    238,266
      5         $   255,646      $ 1,000,000     $    1,000,000     $  1,000,000     $   171,349     $     211,131      $    258,153
      6         $   265,872      $ 1,000,000     $    1,000,000     $  1,000,000     $   167,509     $     219,600      $    284,535
      7         $   276,507      $ 1,000,000     $    1,000,000     $  1,000,000     $   163,482     $     228,307      $    313,694
      8         $   287,567      $ 1,000,000     $    1,000,000     $  1,000,000     $   159,261     $     237,261      $    345,954
      9         $   299,070      $ 1,000,000     $    1,000,000     $  1,000,000     $   154,812     $     246,449      $    381,655
     10         $   311,032      $ 1,000,000     $    1,000,000     $  1,000,000     $   150,123     $     255,881      $    421,207
     15         $   378,419      $ 1,000,000     $    1,000,000     $  1,000,000     $   121,735     $     306,255      $    694,431
 20 (Age 65)    $   460,404      $ 1,000,000     $    1,000,000     $  1,411,014     $    80,244     $     360,291      $  1,156,569
     25         $   560,152      $ 1,000,000     $    1,000,000     $  2,236,362     $    23,151     $     419,886      $  1,927,898
     30         $   681,510      $         0(2)  $    1,000,000     $  3,440,934     $         0(2)  $     478,090      $  3,215,826
     35         $   829,162      $         0     $    1,000,000     $  5,644,114     $         0     $     520,067      $  5,375,346
     40         $ 1,008,802      $         0     $    1,000,000     $  9,389,169     $         0     $     523,000      $  8,942,066
     45         $ 1,227,362      $         0     $ 1,000,000(2)     $ 15,496,635     $         0     $  415,865(2)      $ 14,758,700


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 27, unless an additional  premium payment was made.  Based
          on a gross return of 6%, the Contract  would go into default in policy
          year 50, unless an additional premium payment was made.

     (3)  The Guideline Premium Test limits the premium payable in policy year 5
          to $4,108.12, and zero in years 6 and 7.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T5



                      PRUSELECT III LIFE INSURANCE CONTRACT
                              GUIDLINE PREMIUM TEST
                          TYPE A (FIXED) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
          ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS (3)
                        USING MAXIMUM CONTRACTUAL CHARGES




                                                Death Benefit (1)                                    Surrender Value (1)
                                 ---------------------------------------------------------------------------------------------------
                                     Assuming Hypothetical Gross (and Net)                Assuming Hypothetical Gross (and Net)
                   Premiums                Annual Investment Return of                         Annual Investment Return of
    End Of        Accumulated    ---------------------------------------------------------------------------------------------------
    Policy       at 4% Interest    0% Gross        6% Gross          12% Gross         0% Gross         6% Gross         12% Gross
     Year           Per Year     (-1.31% Net)     (4.69% Net)      (10.69% Net)      (-1.31% Net)     (4.69% Net)       (10.69% Net)
 ------------   ---------------  -----------------------------------------------     -----------------------------------------------
                                                                                                  
      1         $     56,919     $  1,000,000    $  1,000,000      $  1,000,000      $    41,974      $    44,393      $     46,814
      2         $    116,115     $  1,000,000    $  1,000,000      $  1,000,000      $    83,324      $    90,558      $     98,087
      3         $    177,679     $  1,000,000    $  1,000,000      $  1,000,000      $   119,957      $   134,487      $    150,220
      4         $    241,705     $  1,000,000    $  1,000,000      $  1,000,000      $   155,978      $   180,381      $    207,877
      5         $    255,646     $  1,000,000    $  1,000,000      $  1,000,000      $   144,281      $   178,874      $    219,851
      6         $    265,872     $  1,000,000    $  1,000,000      $  1,000,000      $   137,318      $   182,231      $    238,424
      7         $    276,507     $  1,000,000    $  1,000,000      $  1,000,000      $   130,006      $   185,371      $    258,714
      8         $    287,567     $  1,000,000    $  1,000,000      $  1,000,000      $   122,282      $   188,227      $    280,883
      9         $    299,070     $  1,000,000    $  1,000,000      $  1,000,000      $   114,071      $   190,721      $    305,109
     10         $    311,032     $  1,000,000    $  1,000,000      $  1,000,000      $   105,302      $   192,778      $    331,609
     15         $    378,419     $  1,000,000    $  1,000,000      $  1,000,000      $    50,339      $   193,407      $    508,541
 20 (Age 65)    $    460,404     $          0(2) $  1,000,000      $  1,000,000      $         0(2)   $   164,330      $    802,628
     25         $    560,152     $          0    $  1,000,000      $  1,504,853      $         0      $    69,108      $  1,297,287
     30         $    681,510     $          0    $          0(2)   $  2,248,535      $         0      $         0(2)   $  2,101,435
     35         $    829,162     $          0    $          0      $  3,597,829      $         0      $         0      $  3,426,504
     40         $  1,008,802     $          0    $          0      $  5,810,156      $         0      $         0      $  5,533,482
     45         $  1,227,362     $          0    $          0      $  9,245,881      $         0      $         0      $  8,805,601


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 19, unless an additional  premium payment was made.  Based
          on a gross return of 6%, the Contract  would go into default in policy
          year 27, unless an additional premium payment was made.

     (3)  The Guideline Premium Test limits the premium payable in policy year 5
          to $4,108.12, and zero in years 6 and 7.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T6


                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                         TYPE B (VARIABLE) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES




                                                Death Benefit (1)                                    Surrender Value (1)
                                 ---------------------------------------------------------------------------------------------------
                                     Assuming Hypothetical Gross (and Net)                Assuming Hypothetical Gross (and Net)
                   Premiums                Annual Investment Return of                         Annual Investment Return of
    End Of        Accumulated    ---------------------------------------------------------------------------------------------------
    Policy       at 4% Interest    0% Gross         6% Gross          12% Gross         0% Gross         6% Gross        12% Gross
     Year          Per Year      (-1.01% Net)     (4.99% Net)       (10.99% Net)      (-1.01% Net)      (4.99% Net)     (10.99% Net)
 ------------   ---------------  -----------------------------------------------     -----------------------------------------------
                                                                                                  
      1         $      56,919    $ 1,044,712     $    1,047,426    $  1,050,139      $    48,407      $      51,120    $      53,834
      2         $     116,115    $ 1,087,397     $    1,095,591    $  1,104,112      $    94,786      $     102,980    $     111,500
      3         $     177,679    $ 1,129,473     $    1,145,976    $  1,163,826      $   136,862      $     153,365    $     171,215
      4         $     241,705    $ 1,170,926     $    1,198,671    $  1,229,893      $   178,315      $     206,060    $     237,282
      5         $     308,293    $ 1,211,743     $    1,253,771    $  1,302,989      $   211,743      $     253,771    $     302,989
      6         $     377,544    $ 1,251,919     $    1,311,386    $  1,383,876      $   251,919      $     311,386    $     383,876
      7         $     449,565    $ 1,291,433     $    1,371,610    $  1,473,380      $   291,433      $     371,610    $     473,380
      8         $     467,547    $ 1,285,449     $    1,387,015    $  1,522,170      $   285,449      $     387,015    $     522,170
      9         $     486,249    $ 1,279,218     $    1,402,871    $  1,575,996      $   279,218      $     402,871    $     575,996
     10         $     505,699    $ 1,272,733     $    1,419,192    $  1,635,401      $   272,733      $     419,192    $     635,401
     15         $     615,260    $ 1,235,085     $    1,506,973    $  2,055,832      $   235,085      $     506,973    $   1,038,299
 20 (Age 65)    $     748,558    $ 1,184,083     $    1,601,476    $  2,928,081      $   184,083      $     601,476    $   1,692,532
     25         $     910,735    $ 1,118,994     $    1,702,685    $  4,240,809      $   118,994      $     702,685    $   2,753,772
     30         $   1,108,049    $ 1,022,151     $    1,792,166    $  6,193,105      $    22,151      $     792,166    $   4,455,471
     35         $   1,348,111    $         0(2)  $    1,830,939    $  9,136,548      $         0(2)   $     830,939    $   7,137,928
     40         $   1,640,183    $         0     $    1,763,942    $ 13,606,478      $         0      $     763,942    $  11,338,732
     45         $   1,995,533    $         0     $ 1,488,522(2)    $ 20,359,391      $         0      $  488,522(2)    $  17,859,115


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 31, unless an additional  premium payment was made.  Based
          on a gross return of 6%, the Contract  would go into default in policy
          year 50, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T7



                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                         TYPE B (VARIABLE) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES




                                                Death Benefit (1)                                    Surrender Value (1)
                                 ---------------------------------------------------------------------------------------------------
                                     Assuming Hypothetical Gross (and Net)                Assuming Hypothetical Gross (and Net)
                   Premiums                Annual Investment Return of                         Annual Investment Return of
    End Of        Accumulated    ---------------------------------------------------------------------------------------------------
    Policy       at 4% Interest    0% Gross        6% Gross          12% Gross          0% Gross         6% Gross         12% Gross
     Year          Per Year      (-1.31% Net)     (4.69% Net)       (10.69% Net)      (-1.31% Net)      (4.69% Net)     (10.69% Net)
 ------------   ---------------  -----------------------------------------------     -----------------------------------------------
                                                                                                  
      1         $     56,919     $  1,037,731    $   1,040,142     $   1,042,555     $     41,836     $     44,247     $      46,659
      2         $    116,115     $  1,074,692    $   1,081,881     $   1,089,364     $     82,901     $     90,090     $      97,574
      3         $    177,679     $  1,110,872    $   1,125,272     $   1,140,862     $    119,081     $    133,481     $     149,072
      4         $    241,705     $  1,146,252    $   1,170,361     $   1,197,519     $    154,461     $    178,570     $     205,728
      5         $    308,293     $  1,180,813    $   1,217,198     $   1,259,854     $    180,813     $    217,198     $     259,854
      6         $    377,544     $  1,214,516    $   1,265,813     $   1,328,422     $    214,516     $    265,813     $     328,422
      7         $    449,565     $  1,247,314    $   1,316,230     $   1,403,827     $    247,314     $    316,230     $     403,827
      8         $    467,547     $  1,237,288    $   1,324,056     $   1,439,775     $    237,288     $    324,056     $     439,775
      9         $    486,249     $  1,226,779    $   1,331,615     $   1,478,914     $    226,779     $    331,615     $     478,914
     10         $    505,699     $  1,215,726    $   1,338,825     $   1,521,513     $    215,726     $    338,825     $     521,513
     15         $    615,260     $  1,149,972    $   1,366,227     $   1,797,759     $    149,972     $    366,227     $     797,759
 20 (Age 65)    $    748,558     $  1,057,352    $   1,365,062     $   2,216,068     $     57,352     $    365,062     $   1,216,068
     25         $    910,735     $          0(2) $   1,302,892     $   2,841,774     $          0(2)  $    302,892     $   1,841,774
     30         $  1,108,049     $          0    $   1,123,995     $   3,842,384     $          0     $    123,995     $   2,764,305
     35         $  1,348,111     $          0    $           0(2)  $   5,221,503     $          0     $          0(2)  $   4,079,299
     40         $  1,640,183     $          0    $           0     $   7,125,161     $          0     $          0     $   5,937,634
     45         $  1,995,533     $          0    $           0     $   9,753,572     $          0     $          0     $   8,555,765


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 23, unless an additional  premium payment was made.  Based
          on a gross return of 6%, the Contract  would go into default in policy
          year 32, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T8



                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                 TYPE C (RETURN OF PREMIUM AT 6%) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                              USING CURRENT CHARGES




                                                Death Benefit (1)                                    Surrender Value (1)
                                 ---------------------------------------------------------------------------------------------------
                                     Assuming Hypothetical Gross (and Net)                Assuming Hypothetical Gross (and Net)
                   Premiums                Annual Investment Return of                         Annual Investment Return of
    End Of        Accumulated    ---------------------------------------------------------------------------------------------------
    Policy       at 4% Interest    0% Gross        6% Gross          12% Gross          0% Gross         6% Gross        12% Gross
     Year          Per Year      (-1.01% Net)     (4.99% Net)       (10.99% Net)      (-1.01% Net)      (4.99% Net)     (10.99% Net)
 ------------   ---------------  -----------------------------------------------     -----------------------------------------------
                                                                                                  
      1         $     56,919     $  1,058,014     $  1,058,014     $   1,058,014     $     48,407     $    51,120      $      53,834
      2         $    116,115     $  1,119,508     $  1,119,508     $   1,119,508     $     94,743     $   102,944      $     111,473
      3         $    177,679     $  1,184,693     $  1,184,693     $   1,184,693     $    136,736     $   153,263      $     171,141
      4         $    241,705     $  1,253,788     $  1,253,788     $   1,253,788     $    178,047     $   205,849      $     237,142
      5         $    308,293     $  1,327,029     $  1,327,029     $   1,327,029     $    211,254     $   253,396      $     302,766
      6         $    377,544     $  1,404,665     $  1,404,665     $   1,404,665     $    251,104     $   310,774      $     383,557
      7         $    449,565     $  1,486,958     $  1,486,958     $   1,486,958     $    290,152     $   370,668      $     472,959
      8         $    467,547     $  1,516,176     $  1,516,176     $   1,516,176     $    283,558     $   385,655      $     521,686
      9         $    486,249     $  1,547,146     $  1,547,146     $   1,547,146     $    276,538     $   400,985      $     575,511
     10         $    505,699     $  1,579,975     $  1,579,975     $   1,579,975     $    269,055     $   416,648      $     635,014
     15         $    615,260     $  1,776,138     $  1,776,138     $   2,059,445     $    221,329     $   497,822      $   1,040,124
 20 (Age 65)    $    748,558     $  2,038,647     $  2,038,647     $   2,933,459     $    142,772     $   573,447      $   1,695,641
     25         $    910,735     $  2,389,944     $  2,389,944     $   4,248,599     $     17,046     $   628,417      $   2,758,831
     30         $  1,108,049     $          0(2)  $  2,860,059     $   6,204,484     $          0(2)  $   593,758      $   4,463,658
     35         $  1,348,111     $          0     $  3,489,179     $   9,153,337     $          0     $   272,365      $   7,151,045
     40         $  1,640,183     $          0     $          0(2)  $  13,631,482     $          0     $         0(2)   $  11,359,569
     45         $  1,995,533     $          0     $          0     $  20,396,807     $          0     $         0      $  17,891,936


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 26, unless an additional  premium payment was made.  Based
          on a gross return of 6%, the Contract  would go into default in policy
          year 37, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T9



                      PRUSELECT III LIFE INSURANCE CONTRACT
                          CASH VALUE ACCUMULATION TEST
                 TYPE C (RETURN OF PREMIUM AT 6%) DEATH BENEFIT
               MALE GUARANTEED ISSUE SELECT PREFERRED ISSUE AGE 45
                        $1,000,000 BASIC INSURANCE AMOUNT
            ASSUME PAYMENT OF $54,730 ANNUAL PREMIUMS FOR SEVEN YEARS
                        USING MAXIMUM CONTRACTUAL CHARGES




                                                Death Benefit (1)                                    Surrender Value (1)
                                 ---------------------------------------------------------------------------------------------------
                                     Assuming Hypothetical Gross (and Net)                Assuming Hypothetical Gross (and Net)
                   Premiums                Annual Investment Return of                         Annual Investment Return of
    End Of        Accumulated    ---------------------------------------------------------------------------------------------------
    Policy       at 4% Interest    0% Gross        6% Gross          12% Gross          0% Gross         6% Gross        12% Gross
     Year          Per Year      (-1.31% Net)    (4.69% Net)       (10.69% Net)       (-1.31% Net)     (4.69% Net)      (10.69% Net)
 ------------   ---------------  -----------------------------------------------     -----------------------------------------------
                                                                                                  
      1         $     56,919     $  1,058,014    $  1,058,014      $  1,058,014      $     41,781     $    44,194      $     46,609
      2         $    116,115     $  1,119,508    $  1,119,508      $  1,119,508      $     82,706     $    89,907      $     97,404
      3         $    177,679     $  1,184,693    $  1,184,693      $  1,184,693      $    118,629     $   133,064      $    148,700
      4         $    241,705     $  1,253,788    $  1,253,788      $  1,253,788      $    153,598     $   177,788      $    205,055
      5         $    308,293     $  1,327,029    $  1,327,029      $  1,327,029      $    179,339     $   215,881      $    258,766
      6         $    377,544     $  1,404,665    $  1,404,665      $  1,404,665      $    212,174     $   263,747      $    326,788
      7         $    449,565     $  1,486,958    $  1,486,958      $  1,486,958      $    243,770     $   313,136      $    401,497
      8         $    467,547     $  1,516,176    $  1,516,176      $  1,516,176      $    232,199     $   319,661      $    436,660
      9         $    486,249     $  1,547,146    $  1,547,146      $  1,547,146      $    219,724     $   325,579      $    474,921
     10         $    505,699     $  1,579,975    $  1,579,975      $  1,579,975      $    206,193     $   330,724      $    516,555
     15         $    615,260     $  1,776,138    $  1,776,138      $  1,776,138      $    115,864     $   337,138      $    787,460
 20 (Age 65)    $    748,558     $          0(2) $  2,038,647      $  2,088,288      $          0(2)  $   274,360      $  1,207,103
     25         $    910,735     $          0    $  2,389,944      $  2,838,450      $          0     $    30,649      $  1,843,150
     30         $  1,108,049     $          0    $          0(2)   $  3,852,395      $          0     $         0(2)   $  2,771,507
     35         $  1,348,111     $          0    $          0      $  5,235,170      $          0     $         0      $  4,089,976
     40         $  1,640,183     $          0    $          0      $  7,143,824      $          0     $         0      $  5,953,186
     45         $  1,995,533     $          0    $          0      $  9,779,132      $          0     $         0      $  8,578,186


     (1)  Assumes no Contract Loan has been made.

     (2)  Based on a gross return of 0%, the  Contract  would go into default in
          policy year 19, unless an additional  premium payment was made.  Based
          on a gross return of 6%, the Contract  would go into default in policy
          year 26, unless an additional premium payment was made.

     The  hypothetical  investment  rates of return shown above and elsewhere in
this prospectus are illustrative  only and should not be deemed a representation
of past or future investment rates of return. Actual rates of return may be more
or less than those  shown and will depend on a number of factors  including  the
investment allocations made by an owner, prevailing interest rates, and rates of
inflation.  The death benefit and cash  surrender  value for a contract would be
different  from those shown if the actual  rates of return  averaged 0%, 6%, 12%
over a period of years,  but also  fluctuated  above or below those averages for
individual  contract years. No representations  can be made by Pruco Life of New
Jersey  or the  Series  Fund that  these  hypothetical  rates of  return  can be
achieved for any one year or sustained over any period of time.


                                       T10



Contract Loans

You may borrow  from Pruco Life of New Jersey 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 if the Contract  has not been  surrendered  for
fixed reduced paid-up  insurance.  Fixed reduced paid-up  insurance is available
only in the state of New York. See Surrender of a Contract, page 25. 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. 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  and  will  be
immediately taxable to the extent of gain in the Contract.  Reinstatement of the
Contract after lapse will not eliminate the taxable income which we are required
to report to the Internal Revenue Service. See Lapse and Reinstatement,  page 26
and Tax Treatment of Contract Benefits -- Pre-Death Distributions, page 31.


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 31.

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


                                       30


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.

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.  In other  words,  you will
               immediately  have  taxable  income  to the  extent of gain in the
               Contract.  Reinstatement  of the  Contract  after  lapse will not
               eliminate  the taxable  income which we are required to report to
               the



                                       31



               Internal Revenue Service. The tax consequences of a surrender may
               differ  if  you  take  the  proceeds   under  an  income  payment
               settlement option.


          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 of New Jersey 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 of New Jersey
               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.


                                       32


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.

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.  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

In the state of New York,  you 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 is permitted within the first 18
months  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 of New Jersey 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 is surrendered and the cash value 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 31.

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 of New Jersey's  consent.  Pruco Life of New
Jersey  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 of New Jersey'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 of New  Jersey  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.


                                       33


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 of New  Jersey  representative  authorized  to sell  this
Contract can explain these options upon request.

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 of New Jersey 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 of New Jersey  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 of New Jersey 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 of New Jersey 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) 20% 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) 12% of
premiums  received in years two through 10 on premiums up to the Target Premium;
and (3) 2% on  premiums  received  in the first 10 years in excess of the Target
Premium or received after 10 years. If the basic insurance  amount is increased,
representatives  will generally receive a commission of no more than: (1) 20% of
the premiums  received up to the Target Premium for the increase received in the
first year; (2) 12% of the premiums  received up to the Target Premium for years
two  through  10;  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  six  through  20 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 of New  Jersey is  subject  to  regulation  and  supervision  by the
Department of Insurance of the State of New Jersey, 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 of New  Jersey  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.


                                       34


In addition to the annual statements referred to above, Pruco Life of New Jersey
is required to file with New Jersey 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.

Experts


The financial statements of Pruco Life of New Jersey 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 of New Jersey 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 of New Jersey,  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 of New Jersey 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 of New Jersey 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.



                                       35


Additional Information

Pruco Life of New Jersey 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 of New  Jersey.  Its
address  and  telephone  number are set forth on the inside  front cover of this
prospectus.

Financial Statements

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


                                       36


                             DIRECTORS AND OFFICERS

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


                      DIRECTORS OF PRUCO LIFE OF NEW JERSEY

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; prior 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.

                         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; 1996 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.

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 of New Jersey
is 213 Washington Street, Newark, New Jersey 07102-2992.


Pruco Life of New Jersey directors and officers are elected annually.


                                       37



                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF NET ASSETS
December 31, 2000



                                                                                 SUBACCOUNTS
                                            -------------------------------------------------------------------------------------
                                             Prudential    Prudential                   Prudential     Prudential    Prudential
                                                Money      Diversified    Prudential     Flexible     Conservative   High Yield
                                               Market         Bond          Equity        Managed       Balanced        Bond
                                              Portfolio     Portfolio      Portfolio     Portfolio      Portfolio     Portfolio
                                            ------------  ------------   ------------   ------------  ------------   ------------
                                                                                                   
ASSETS
  Investment in The Prudential Series
    Fund, Inc. Portfolios and non-Prudential
    administered funds, at net asset value
    [Note 3] ............................   $  7,387,175  $ 24,488,433   $172,538,264   $226,906,896  $107,371,347   $ 28,433,502
                                            ------------  ------------   ------------   ------------  ------------   ------------
  Net Assets ............................   $  7,387,175  $ 24,488,433   $172,538,264   $226,906,896  $107,371,347   $ 28,433,502
                                            ============  ============   ============   ============  ============   ============
NET ASSETS, representing:
  Equity of contract owners [Note 4] ....   $  7,387,175  $ 24,488,433   $172,538,264   $226,906,896  $107,371,347   $ 28,433,502
                                            ------------  ------------   ------------   ------------  ------------   ------------
                                            $  7,387,175  $ 24,488,433   $172,538,264   $226,906,896  $107,371,347   $ 28,433,502
                                            ============  ============   ============   ============  ============   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A1





                                                      SUBACCOUNTS (Continued)
- ---------------------------------------------------------------------------------------------------------------------------------
 Prudential                                               T. Rowe Price                    Janus           MFS
    Stock       Prudential    Prudential    Prudential    International     AIM V.I.       Aspen        Emerging      Franklin
    Index         Value         Global       Jennison         Stock          Value        Growth         Growth       Small Cap
  Portfolio     Portfolio      Portfolio     Portfolio      Portfolio        Fund        Portfolio       Series         Fund
- ------------   ------------  ------------   ------------  ------------   ------------   ------------   -----------   ------------



                                                                                             
$ 88,294,590   $ 12,911,064  $ 70,656,692   $ 30,479,300  $      5,667   $    317,542   $     18,563   $    54,471   $     12,373
- ------------   ------------  ------------   ------------  ------------   ------------   ------------   -----------   ------------
$ 88,294,590   $ 12,911,064  $ 70,656,692   $ 30,479,300  $      5,667   $    317,542   $     18,563   $    54,471   $     12,373
============   ============  ============   ============  ============   ============   ============   ===========   ============

$ 88,294,590   $ 12,911,064  $ 70,656,692   $ 30,479,300  $      5,667   $    317,542   $     18,563   $    54,471   $     12,373
- ------------   ------------  ------------   ------------  ------------   ------------   ------------   -----------   ------------
$ 88,294,590   $ 12,911,064  $ 70,656,692   $ 30,479,300  $      5,667   $    317,542   $     18,563   $    54,471   $     12,373
============   ============  ============   ============  ============   ============   ============   ===========   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A2


                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF OPERATIONS
For the years ended December 31, 2000, 1999 and 1998



                                                                                  SUBACCOUNTS
                                             -----------------------------------------------------------------------------------
                                                            Prudential                                 Prudential
                                                           Money Market                             Diversified Bond
                                                             Portfolio                                  Portfolio
                                             ---------------------------------------     ---------------------------------------
                                             01/01/2000     01/01/1999    01/01/1998     01/01/2000    01/01/1999     01/01/1998
                                                 TO             TO            TO             TO            TO             TO
                                             12/31/2000     12/31/1999    12/31/1998     12/31/2000    12/31/1999     12/31/1998
                                             ----------     ----------    ----------     ----------    ----------     ----------
                                                                                                    
INVESTMENT INCOME
  Dividend income .........................  $  440,102     $  362,423    $  376,466     $1,453,002    $        0     $1,518,983
                                             ----------     ----------    ----------     ----------    ----------     ----------
EXPENSES
  Charges to contract owners for assuming
    mortality risk and expense risk
    [Note 5A] .............................      43,718         44,562        43,083        139,022       144,104        147,669
  Reimbursement for excess expenses
    [Note 5D] .............................      (2,905)        (1,825)       (1,102)       (11,804)       (6,334)        (5,945)
                                             ----------     ----------    ----------     ----------    ----------     ----------
NET EXPENSES ..............................      40,813         42,737        41,981        127,218       137,770        141,724
                                             ----------     ----------    ----------     ----------    ----------     ----------
NET INVESTMENT INCOME (LOSS) ..............     399,289        319,686       334,485      1,325,784      (137,770)     1,377,259
                                             ----------     ----------    ----------     ----------    ----------     ----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
  Capital gains distributions received ....           0              0             0          2,919        67,535         88,872
  Realized gain (loss) on shares redeemed .           0              0             0         53,547        41,756         65,294
  Net change in unrealized gain (loss) on
    investments ...........................           0              0             0        665,982      (295,317)        22,951
                                             ----------     ----------    ----------     ----------    ----------     ----------
NET GAIN (LOSS) ON INVESTMENTS ............           0              0             0        722,448      (186,026)       177,117
                                             ----------     ----------    ----------     ----------    ----------     ----------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ..............................  $  399,289     $  319,686    $  334,485     $2,048,232    $ (323,796)   $ 1,554,376
                                             ==========     ==========    ==========     ==========    ==========     ==========


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A3





                                                     SUBACCOUNTS (Continued)
- --------------------------------------------------------------------------------------------------------------------------------
               Prudential                                  Prudential                                 Prudential
                 Equity                                 Flexible Managed                         Conservative Balanced
                Portfolio                                   Portfolio                                  Portfolio
- ----------------------------------------  ------------------------------------------     ---------------------------------------
01/01/2000     01/01/1999    01/01/1998     01/01/2000     01/01/1999    01/01/1998      01/01/2000    01/01/1999    01/01/1998
    TO             TO            TO             TO             TO            TO              TO            TO            TO
12/31/2000     12/31/1999    12/31/1998     12/31/2000     12/31/1999    12/31/1998      12/31/2000    12/31/1999    12/31/1998
- -----------   ------------  ------------  -------------  ------------   ------------     ----------   -----------   ------------

                                                                                            
$ 3,310,665   $  3,250,226  $  3,479,231  $   8,423,889  $     11,143   $ 10,349,173     $4,041,954   $ 4,689,573   $  4,872,397
- -----------   ------------  ------------  -------------  ------------   ------------     ----------   -----------   ------------



  1,052,093      1,150,889     1,143,923      1,448,957     1,509,261      2,116,233        693,384       718,530        713,776

   (165,294)      (158,561)     (166,679)      (539,155)     (544,224)      (767,447)      (202,407)     (190,933)      (183,772)
- -----------   ------------  ------------  -------------  ------------   ------------     ----------   -----------   ------------
    886,799        992,328       977,244        909,802       965,037      1,348,786        490,977       527,597        530,004
- -----------   ------------  ------------  -------------  ------------   ------------     ----------   -----------   ------------
  2,423,866      2,257,898     2,501,987      7,514,087      (953,894)     9,000,387      3,550,977     4,161,976      4,342,393
- -----------   ------------  ------------  -------------  ------------   ------------     ----------   -----------   ------------


 28,254,310     22,859,279    20,675,751      3,321,644     2,827,339     27,434,444        823,803       658,398      6,925,741
  5,712,248      5,681,025     4,685,572      1,182,171     1,322,321      8,721,978        573,190       787,439        594,578

(31,851,882)    (9,060,032)  (12,015,861)   (16,361,667)   14,382,751    (22,408,120)    (5,935,872)    1,388,838        329,870
- -----------   ------------  ------------  -------------  ------------   ------------     ----------   -----------   ------------
  2,114,676     19,480,272    13,345,462    (11,857,852)   18,532,411     13,748,302     (4,538,879)    2,834,675      7,850,189
- -----------   ------------  ------------  -------------  ------------   ------------     ----------   -----------   ------------


$ 4,538,542   $ 21,738,170  $ 15,847,449  $  (4,343,765) $ 17,578,517   $ 22,748,689     $ (987,902)  $ 6,996,651   $ 12,192,582
===========   ============  ============  =============  ============   ============     ==========   ===========   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A4



                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF OPERATIONS
For the years ended December 31, 2000, 1999 and 1998



                                                                                  SUBACCOUNTS
                                            -------------------------------------------------------------------------------------
                                                            Prudential                                 Prudential
                                                          High Yield Bond                              Stock Index
                                                             Portfolio                                  Portfolio
                                            -----------------------------------------   -----------------------------------------
                                             01/01/2000     01/01/1999    01/01/1998     01/01/2000    01/01/1999     01/01/1998
                                                 TO             TO            TO             TO            TO             TO
                                             12/31/2000     12/31/1999    12/31/1998     12/31/2000    12/31/1999     12/31/1998
                                            ------------   -----------   ------------   ------------   -----------   ------------
                                                                                                   
INVESTMENT INCOME
  Dividend income ........................  $  3,549,924   $    85,549   $  1,994,015   $    761,936   $   767,914   $    540,470
                                            ------------   -----------   ------------   ------------   -----------   ------------
EXPENSES
  Charges to contract owners for assuming
    mortality risk and expense risk
    [Note 5A] ............................       182,255       193,583         97,586        521,945       443,707        207,744
  Reimbursement for excess expenses
    [Note 5D] ............................             0             0              0              0             0              0
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET EXPENSES .............................       182,255       193,583         97,586        521,945       443,707        207,744
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INVESTMENT INCOME (LOSS) .............     3,367,669      (108,034)     1,896,429        239,991       324,207        332,726
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
  Capital gains distributions received ...             0             0              0      3,072,410       976,749      1,074,502
  Realized gain (loss) on shares
    redeemed .............................      (102,471)     (217,380)      (173,650)       618,918     4,605,818      1,754,137
  Net change in unrealized gain (loss) on
    investments ..........................    (5,925,033)    1,589,321     (2,569,803)   (13,317,734)    8,162,150     11,731,008
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET GAIN (LOSS) ON INVESTMENTS ...........    (6,027,504)    1,371,941     (2,743,453)    (9,626,406)   13,744,717     14,559,647
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS .............................  $ (2,659,835)  $ 1,263,907   $   (847,024)  $ (9,386,415)  $14,068,924   $ 14,892,373
                                            ============   ===========   ============   ============   ===========   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A5




                                                      SUBACCOUNTS (Continued)
- ---------------------------------------------------------------------------------------------------------------------------------
                Prudential                                  Prudential                                 Prudential
                   Value                                      Global                                    Jennison
                 Portfolio                                   Portfolio                                  Portfolio
- -----------------------------------------   -----------------------------------------   -----------------------------------------
 01/01/2000     01/01/1999    01/01/1998     01/01/2000     01/01/1999    01/01/1998     01/01/2000    01/01/1999     01/01/1998
     TO             TO            TO             TO             TO            TO             TO            TO             TO
 12/31/2000     12/31/1999    12/31/1998     12/31/2000     12/31/1999    12/31/1998     12/31/2000    12/31/1999     12/31/1998
- ------------   ------------   -----------   ------------   -----------   ------------   ------------   -----------   ------------

                                                                                             
$    255,532   $    273,914   $   327,421   $    589,378   $   295,800   $    490,032   $     21,894   $    22,451   $     10,621
- ------------   ------------   -----------   ------------   -----------   ------------   ------------   -----------   ------------



      67,287         71,439        74,057        491,115       411,889        140,140        197,538        81,659         29,296

           0              0             0              0             0              0              0             0              0
- ------------   ------------   -----------   ------------   -----------   ------------   ------------   -----------   ------------
      67,287         71,439        74,057        491,115       411,889        140,140        197,538        81,659         29,296
- ------------   ------------   -----------   ------------   -----------   ------------   ------------   -----------   ------------
     188,245        202,475       253,364         98,263      (116,089)       349,892       (175,644)      (59,208)       (18,675)
- ------------   ------------   -----------   ------------   -----------   ------------   ------------   -----------   ------------


     894,397      1,332,460       721,671      5,399,070       518,662      2,640,161      4,317,956       970,020        104,664
      19,473        244,341       117,016        546,962     1,889,924         32,172         22,827       108,823         27,074

     524,291       (422,725)   (1,610,976)   (21,942,646)   25,916,670      7,149,778    (11,283,218)    4,732,816      1,492,381
- ------------   ------------   -----------   ------------   -----------   ------------   ------------   -----------   ------------
   1,438,161      1,154,076      (772,289)   (15,996,614)   28,325,256      9,822,111     (6,942,435)    5,811,659      1,624,119
- ------------   ------------   -----------   ------------   -----------   ------------   ------------   -----------   ------------


$  1,626,406   $  1,356,551   $  (518,925)  $(15,898,351)  $28,209,167   $ 10,172,003   $ (7,118,079)  $ 5,752,451   $  1,605,444
============   ============   ===========   ============   ===========   ============   ============   ===========   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A6



                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF OPERATIONS
For the years ended December 31, 2000, 1999 and 1998



                                                                                    SUBACCOUNTS
                                                  -----------------------------------------------------------------------------
                                                   T. Rowe Price                                        MFS
                                                   International     AIM V.I.       Janus Aspen      Emerging        Franklin
                                                       Stock           Value          Growth          Growth         Small Cap
                                                     Portfolio         Fund          Portfolio        Series           Fund
                                                  -------------   -------------   -------------   -------------   -------------
                                                    05/01/2000      05/01/2000      05/01/2000      05/01/2000      05/01/2000
                                                        TO              TO              TO              TO              TO
                                                    12/31/2000      12/31/2000      12/31/2000      12/31/2000      12/31/2000
                                                  -------------   -------------   -------------   -------------   -------------
                                                                                                   
INVESTMENT INCOME
  Dividend income ..............................  $          27   $         404   $          14   $           0   $           0
                                                  -------------   -------------   -------------   -------------   -------------
EXPENSES
  Charges to contract owners for assuming
    mortality risk and expense risk
    [Note 5A] ..................................             15             956              17             156               0
  Reimbursement for excess expenses
    [Note 5D] ..................................              0               0               0               0               0
                                                  -------------   -------------   -------------   -------------   -------------
NET EXPENSES ...................................             15             956              17             156               0
                                                  -------------   -------------   -------------   -------------   -------------
NET INVESTMENT INCOME (LOSS) ...................             12            (552)             (3)           (156)              0
                                                  -------------   -------------   -------------   -------------   -------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS
  Capital gains distributions received .........            130          14,073               0               0               0
  Realized gain (loss) on shares redeemed ......           (789)           (478)            (17)           (390)              0
  Net change in unrealized gain (loss) on
    investments ................................           (265)        (78,145)         (1,353)        (14,321)              0
                                                  -------------   -------------   -------------   -------------   -------------
NET GAIN (LOSS) ON INVESTMENTS .................           (924)        (64,550)         (1,370)        (14,711)              0
                                                  -------------   -------------   -------------   -------------   -------------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  OPERATIONS ...................................  $        (912)  $     (65,102)  $      (1,373)  $     (14,867)  $           0
                                                  =============   =============   =============   =============   =============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A7




                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                                       A8



                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 2000, 1999 and 1998



                                                                                 SUBACCOUNTS
                                            -------------------------------------------------------------------------------------
                                                            Prudential                                 Prudential
                                                           Money Market                             Diversified Bond
                                                             Portfolio                                  Portfolio
                                            -----------------------------------------   -----------------------------------------
                                             01/01/2000     01/01/1999    01/01/1998     01/01/2000    01/01/1999     01/01/1998
                                                 TO             TO            TO             TO            TO             TO
                                             12/31/2000     12/31/1999    12/31/1998     12/31/2000    12/31/1999     12/31/1998
                                            ------------   -----------   ------------   ------------   -----------   ------------
                                                                                                   
OPERATIONS
  Net investment income (loss) ...........  $    399,289   $   319,686   $    334,485   $  1,325,784   $  (137,770)  $  1,377,259
  Capital gains distributions received ...             0             0              0          2,919        67,535         88,872
  Realized gain (loss) on shares
    redeemed .............................             0             0              0         53,547        41,756        `65,294
  Net change in unrealized gain (loss) on
    investments ..........................             0             0              0        665,982      (295,317)        22,951
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS .............................       399,289       319,686        334,485      2,048,232      (323,796)     1,554,376
                                            ------------   -----------   ------------   ------------   -----------   ------------
PREMIUM PAYMENTS AND
 OTHER OPERATING TRANSFERS
  Contract Owner Net Payments ............     1,417,335        18,255        362,297        949,512       485,236      1,209,116
  Policy Loans ...........................      (451,268)     (182,692)      (147,149)      (823,629)     (553,832)      (529,009)
  Policy Loan Repayments and Interest ....       114,450       204,337        265,406        412,241       509,659        421,496
  Surrenders, Withdrawals and
    Death Benefits .......................      (530,444)     (433,849)      (627,277)      (794,828)   (1,188,933)    (1,336,342)
  Net Transfers From (To) Other
    Subaccounts or Fixed Rate Option .....      (748,090)      252,166        538,372       (105,737)     (351,534)       682,202
  Withdrawal and Other Charges ...........      (234,773)     (231,397)      (246,028)      (535,298)     (571,355)      (621,531)
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  PREMIUM PAYMENTS AND OTHER
  OPERATING TRANSFERS ....................      (432,790)     (373,180)       145,621       (897,739)   (1,670,759)      (174,068)
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 7] .......................             0             0        (15,018)             0             0         (2,680)
                                            ------------   -----------   ------------   ------------   -----------   ------------
TOTAL INCREASE (DECREASE)
  IN NET ASSETS ..........................       (33,501)      (53,494)       465,088      1,150,493    (1,994,555)     1,377,628

NET ASSETS
  Beginning of year ......................     7,420,676     7,474,170      7,009,082     23,337,940    25,332,495     23,954,867
                                            ------------   -----------   ------------   ------------   -----------   ------------
  End of year ............................  $  7,387,175   $ 7,420,676   $  7,474,170   $ 24,488,433   $23,337,940   $ 25,332,495
                                            ============   ===========   ============   ============   ===========   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A9




                                                     SUBACCOUNTS (Continued)
- ---------------------------------------------------------------------------------------------------------------------------------
                Prudential                                  Prudential                                 Prudential
                  Equity                                 Flexible Managed                         Conservative Balanced
                 Portfolio                                   Portfolio                                  Portfolio
- -----------------------------------------  ------------------------------------------  ------------------------------------------
 01/01/2000     01/01/1999    01/01/1998     01/01/2000     01/01/1999    01/01/1998     01/01/2000    01/01/1999     01/01/1998
     TO             TO            TO             TO             TO            TO             TO            TO             TO
 12/31/2000     12/31/1999    12/31/1998     12/31/2000     12/31/1999    12/31/1998     12/31/2000    12/31/1999     12/31/1998
- ------------   ------------  ------------  -------------  ------------   ------------  -------------  ------------   ------------
                                                                                             

$  2,423,866   $  2,257,898  $  2,501,987  $   7,514,087  $   (953,894)  $  9,000,387  $   3,550,977  $  4,161,976   $  4,342,393
  28,254,310     22,859,279    20,675,751      3,321,644     2,827,339     27,434,444        823,803       658,398      6,925,741

   5,712,248      5,681,025     4,685,572      1,182,171     1,322,321      8,721,978        573,190       787,439        594,578

 (31,851,882)    (9,060,032)  (12,015,861)   (16,361,667)   14,382,751    (22,408,120)    (5,935,872)    1,388,838        329,870
- ------------   ------------  ------------  -------------  ------------   ------------  -------------  ------------   ------------


   4,538,542     21,738,170    15,847,449     (4,343,765)   17,578,517     22,748,689       (987,902)    6,996,651     12,192,582
- ------------   ------------  ------------  -------------  ------------   ------------  -------------  ------------   ------------


   6,903,314        484,980     8,768,106     14,061,606     4,963,270     19,460,603      7,155,408     2,955,315      8,965,691
  (5,748,041)    (5,865,015)   (6,477,542)    (6,167,119)   (7,384,636)    (7,974,049)    (2,686,924)   (2,889,851)    (3,015,778)
   4,060,348      5,452,661     4,223,794      5,589,669     7,010,849      5,598,233      2,275,856     2,927,288      1,976,521

  (7,764,547)    (7,992,313)   (9,891,027)   (12,338,277)  (10,727,647)   (13,996,390)    (5,277,744)   (5,619,206)    (6,131,547)

 (18,619,709)    (3,629,986)   (1,215,581)    (7,239,375)   (4,161,991)  (144,967,979)    (3,856,084)   (2,179,539)    (1,292,182)
  (4,763,451)    (5,119,578)   (5,422,744)    (9,108,467)   (9,811,225)   (11,055,099)    (4,635,229)   (4,974,621)    (5,312,571)
- ------------   ------------  ------------  -------------  ------------   ------------  -------------  ------------   ------------



 (25,932,086)   (16,669,251)  (10,014,994)   (15,201,963)  (20,111,380)  (152,934,681)    (7,024,717)   (9,780,614)    (4,809,866)
- ------------   ------------  ------------  -------------  ------------   ------------  -------------  ------------   ------------


           0              0      (132,641)             0             0       (177,182)             0             0         (8,012)
- ------------   ------------  ------------  -------------  ------------   ------------  -------------  ------------   ------------

 (21,393,544)     5,068,919     5,699,814    (19,545,728)   (2,532,863)  (130,363,174)    (8,012,619)   (2,783,963)     7,374,704


 193,931,808    188,862,889   183,163,075    246,452,624   248,985,487    379,348,661    115,383,966   118,167,929    110,793,225
- ------------   ------------  ------------  -------------  ------------   ------------  -------------  ------------   ------------
$172,538,264   $193,931,808  $188,862,889  $ 226,906,896  $246,452,624   $248,985,487  $ 107,371,347  $115,383,966   $118,167,929
============   ============  ============  =============  ============   ============  =============  ============   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A10



                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 2000, 1999 and 1998



                                                                                  SUBACCOUNTS
                                            -------------------------------------------------------------------------------------
                                                            Prudential                                 Prudential
                                                          High Yield Bond                              Stock Index
                                                             Portfolio                                  Portfolio
                                            -----------------------------------------   -----------------------------------------
                                             01/01/2000     01/01/1999    01/01/1998     01/01/2000    01/01/1999     01/01/1998
                                                 TO             TO            TO             TO            TO             TO
                                             12/31/2000     12/31/1999    12/31/1998     12/31/2000    12/31/1999     12/31/1998
                                            ------------   -----------   ------------   ------------   -----------   ------------
                                                                                                   
OPERATIONS
  Net investment income (loss) ...........  $  3,367,669   $  (108,034)  $  1,896,429   $    239,991   $   324,207   $    332,726
  Capital gains distributions received ...             0             0              0      3,072,410       976,749      1,074,502
  Realized gain (loss) on shares
    redeemed .............................      (102,471)     (217,380)      (173,650)       618,918      4,605,818     1,754,137
  Net change in unrealized gain (loss) on
    investments ..........................    (5,925,033)    1,589,321     (2,569,803)   (13,317,734)    8,162,150     11,731,008
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS .............................    (2,659,835)    1,263,907       (847,024)    (9,386,415)   14,068,924     14,892,373
                                            ------------   -----------   ------------   ------------   -----------   ------------
PREMIUM PAYMENTS AND
  OTHER OPERATING TRANSFERS
  Contract Owner Net Payments ............       357,729       247,400        356,982      1,662,388       836,738       (458,592)
  Policy Loans ...........................      (118,636)     (145,200)      (163,296)    (1,030,955)     (768,138)      (528,435)
  Policy Loan Repayments and Interest ....       104,423       288,800        167,408        557,262       641,476        429,300
  Surrenders, Withdrawals and
    Death Benefits .......................      (446,020)     (164,918)      (501,296)    (1,876,277)   (1,093,052)    (1,117,895)
  Net Transfers From (To) Other
    Subaccounts or Fixed Rate Option .....      (618,028)   (3,734,139)    29,637,732     14,910,332    (6,699,608)    50,128,317
  Withdrawal and Other Charges ...........      (283,224)     (332,102)      (283,352)      (944,712)     (876,437)      (637,808)
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  PREMIUM PAYMENTS AND OTHER
  OPERATING TRANSFERS ....................    (1,003,756)   (3,840,159)    29,214,178     13,278,038    (7,959,021)    47,814,887
                                            ------------   -----------   ------------   ------------   -----------   ------------
NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 7] .......................             0             0        (60,128)             0             0        687,255
                                            ------------   -----------   ------------   ------------   -----------   ------------
TOTAL INCREASE (DECREASE)
  IN NET ASSETS ..........................    (3,663,591)   (2,576,252)    28,307,026      3,891,623     6,109,903     63,394,515

NET ASSETS
  Beginning of year ......................    32,097,093    34,673,345      6,366,319     84,402,967    78,293,064     14,898,549
                                            ------------   -----------   ------------   ------------   -----------   ------------
  End of year ............................  $ 28,433,502   $32,097,093   $ 34,673,345   $ 88,294,590   $84,402,967   $ 78,293,064
                                            ============   ===========   ============   ============   ===========   ============


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A11





                                                      SUBACCOUNTS (Continued)
- ---------------------------------------------------------------------------------------------------------------------------------
                Prudential                                  Prudential                                 Prudential
                   Value                                      Global                                    Jennison
                 Portfolio                                   Portfolio                                  Portfolio
- -----------------------------------------   -----------------------------------------   -----------------------------------------
 01/01/2000     01/01/1999    01/01/1998     01/01/2000     01/01/1999    01/01/1998     01/01/2000    01/01/1999     01/01/1998
     TO             TO            TO             TO             TO            TO             TO            TO             TO
 12/31/2000     12/31/1999    12/31/1998     12/31/2000     12/31/1999    12/31/1998     12/31/2000    12/31/1999     12/31/1998
- ------------   ------------   -----------   ------------   -----------   ------------   ------------  ------------    -----------

                                                                                              
$    188,245   $    202,475   $   253,364   $     98,263   $  (116,089)  $    349,892   $   (175,644) $    (59,208)   $   (18,675)
     894,397      1,332,460       721,671      5,399,070       518,662      2,640,161      4,317,956       970,020        104,664

      19,473        244,341       117,016        546,962     1,889,924         32,172         22,827       108,823         27,074

     524,291       (422,725)   (1,610,976)   (21,942,646)   25,916,670      7,149,778    (11,283,218)    4,732,816      1,492,381
- ------------   ------------   -----------   ------------   -----------   ------------   ------------  ------------    -----------


   1,626,406      1,356,551      (518,925)   (15,898,351)   28,209,167     10,172,003     (7,118,079)    5,752,451      1,605,444
- ------------   ------------   -----------   ------------   -----------   ------------   ------------  ------------    -----------


     547,515         93,369       625,273        (36,670)   (1,977,776)      (404,538)     1,004,701       918,991        350,999
    (231,609)      (299,074)     (348,765)      (228,803)     (156,604)      (117,217)      (876,131)     (541,040)      (186,693)
     194,515        310,105       211,308        142,448       170,944         65,209        501,862       423,520        207,729

    (320,926)      (501,214)     (642,033)      (747,884)      (19,903)      (359,688)      (825,690)     (548,558)      (263,749)

    (492,258)      (548,343)    1,663,734      3,209,197    (5,578,438)    47,651,150     13,062,339    12,249,824      2,831,858
    (305,866)      (331,274)     (356,431)      (517,820)     (418,808)      (207,310)      (646,100)     (318,494)      (156,276)
- ------------   ------------   -----------   ------------   -----------   ------------   ------------  ------------    -----------



    (608,629)    (1,276,431)    1,153,086      1,820,468    (7,980,585)    46,627,606     12,220,981    12,184,243      2,783,868
- ------------   ------------   -----------   ------------   -----------   ------------   ------------  ------------    -----------


           0              0        12,012              0             0         99,132              0             0         (7,320)
- ------------   ------------   -----------   ------------   -----------   ------------   ------------  ------------    -----------

   1,017,777         80,120       646,173    (14,077,883)   20,228,582     56,898,741      5,102,902    17,936,694      4,381,992


  11,893,287     11,813,167    11,166,994     84,734,575    64,505,993      7,607,252     25,376,398     7,439,704      3,057,712
- ------------   ------------   -----------   ------------   -----------   ------------   ------------  ------------    -----------
$ 12,911,064   $ 11,893,287   $11,813,167   $ 70,656,692   $84,734,575   $ 64,505,993   $ 30,479,300  $ 25,376,398    $ 7,439,704
============   ============   ===========   ============   ===========   ============   ============  ============    ===========


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A12



                             FINANCIAL STATEMENTS OF
                 THE PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
For the years ended December 31, 2000, 1999 and 1998



                                                                                       SUBACCOUNTS
                                                        ----------------------------------------------------------------------
                                                        T. Rowe Price                                   MFS
                                                        International    AIM V.I.      Janus Aspen   Emerging        Franklin
                                                            Stock          Value         Growth       Growth         Small Cap
                                                          Portfolio        Fund         Portfolio     Series           Fund
                                                        -----------    -----------    -----------   ----------     -----------
                                                         05/01/2000     05/01/2000     05/01/2000   05/01/2000      05/01/2000
                                                             TO             TO             TO           TO              TO
                                                         12/31/2000     12/31/2000     12/31/2000   12/31/2000      12/31/2000
                                                        -----------    -----------    -----------   ----------     -----------
                                                                                                    
OPERATIONS
  Net investment income (loss) ........................  $       12    $      (552)   $        (3)  $     (156)    $       (57)
  Capital gains distributions received ................         130         14,073              0            0               0
  Realized gain (loss) on shares redeemed .............        (789)          (478)           (17)        (390)            (50)
  Net change in unrealized gain (loss) on
    investments .......................................        (265)       (78,145)        (1,353)     (14,321)         (2,730)
                                                         ----------    -----------    -----------   ----------     -----------
NET INCREASE (DECREASE) IN NET
  ASSETS RESULTING FROM
  OPERATIONS ..........................................        (912)       (65,102)        (1,373)     (14,867)         (2,837)
                                                         ----------    -----------    -----------   ----------     -----------
PREMIUM PAYMENTS AND
  OTHER OPERATING TRANSFERS
  Contract Owner Net Payments .........................          54              6          4,423           25             (51)
  Policy Loans ........................................           0              0              0            0               0
  Policy Loan Repayments and Interest .................           0              0              0            0               0
  Surrenders, Withdrawals and
    Death Benefits ....................................           0              0              0            0               0
  Net Transfers From (To) Other Subaccounts
    or Fixed Rate Option ..............................       6,692        384,483         15,791       70,208          15,638
  Withdrawal and Other Charges ........................        (167)        (1,845)          (278)        (795)           (377)
                                                         ----------    -----------    -----------   ----------     -----------
NET INCREASE (DECREASE) IN
  NET ASSETS RESULTING FROM
  PREMIUM PAYMENTS AND OTHER
  OPERATING TRANSFERS .................................       6,579        382,644         19,936       69,438          15,210
                                                         ----------    -----------    -----------   ----------     -----------
NET INCREASE (DECREASE) IN
  NET ASSETS RETAINED IN THE
  ACCOUNT [Note 7] ....................................           0              0              0            0               0
                                                         ----------    -----------    -----------   ----------     -----------
TOTAL INCREASE (DECREASE)
  IN NET ASSETS .......................................       5,667        317,542         18,563       54,571          12,373
NET ASSETS
  Beginning of year ...................................           0              0              0            0               0
                                                         ----------    -----------    -----------   ----------     -----------
  End of year .........................................  $    5,667    $   317,542    $    18,563   $   54,571     $    12,373
                                                         ==========    ===========    ===========   ==========     ===========


           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A14 THROUGH A19


                                       A13



                      NOTES TO FINANCIAL STATEMENTS OF THE
                   PRUSELECT III VARIABLE LIFE SUBACCOUNTS OF
              PRUCO LIFE OF NEW JERSEY VARIABLE APPRECIABLE ACCOUNT
                                DECEMBER 31, 2000

Note 1:   General

          Pruco Life of New Jersey Variable  Appreciable Account (the "Account")
          was established on January 13, 1984 under New Jersey law as a separate
          investment  account  of Pruco  Life  Insurance  Company  of New Jersey
          ("Pruco Life of New Jersey")  which is a  wholly-owned  subsidiary  of
          Pruco Life  Insurance  Company (an Arizona  domiciled  company) and is
          indirectly wholly-owned by The Prudential Insurance Company of America
          ("Prudential").  The assets of the Account are  segregated  from Pruco
          Life of New Jersey's  other  assets.  Proceeds  from the  purchases of
          Pruco Life of New Jersey Variable Appreciable Life ("VAL"), Pruco Life
          of  New  Jersey  PRUvider  Variable   Appreciable  Life  ("PRUvider"),
          effective  November  10, 1999 Pruco Life of New Jersey  PruSelect  III
          ("PSEL  III"),  effective  May  1,  2000  Pruco  Life  of  New  Jersey
          Survivorship  Variable  Universal Life ("SVUL") and effective February
          12,  2001 Pruco  Life of New Jersey  PruLife  Custom  Premier  ("VUL")
          contracts are invested in the Account.

          The Account is registered under the Investment Company Act of 1940, as
          amended,  as a unit investment trust. There are forty-one  subaccounts
          within  the  Account,  thirty-two  of which are  available  to PSELIII
          contract  owners.  Each subaccount  invests only in its  corresponding
          portfolio of The Prudential  Series Fund,  Inc. (the "Series Fund") or
          its corresponding non-Prudential administered fund as shown in Note 3.
          The  Series  Fund  is a  diversified  open-end  management  investment
          company, and is managed by Prudential.

          Effective October 16, 2000, the following seventeen subaccounts became
          available to PruSelect III contract owners:  Franklin Small Cap Fund -
          Class 2, American Century VP Income and Growth Fund, SP Alliance Large
          Cap  Growth  Portfolio,   SP  Davis  Value  Portfolio,   MidCap  Stock
          Portfolio, Small Cap Portfolio, SP Small/Mid Cap Value Portfolio, CORE
          Small Cap Equity Fund, VIF - Utilities Fund, VIF - Technology Fund, SP
          INVESCO Small Company Growth Portfolio,  Janus Aspen Aggressive Growth
          Portfolio - Service Shares,  Janus Aspen Balanced  Portfolio - Service
          Shares,  Oppenheimer  Aggressive  Growth Fund/VA - Service Shares,  SP
          PIMCO Total Return Portfolio,  SP PIMCO High Yield Portfolio and Janus
          Aspen International Growth Portfolio - Service Shares.

          New sales of the VAL  product,  which  invests  in the  Account,  were
          discontinued as of May 1, 1992. However,  premium payments made by the
          contract  owners existing at that date will continue to be received by
          the Account.

          At December 31, 2000,  there were no balances  pertaining to PruSelect
          III  in  the   subaccounts   investing  in  the  Series  Fund  or  the
          non-Prudential administered funds.

Note 2:   Significant Accounting Policies

          The accompanying  financial statements are prepared in conformity with
          accounting   principles   generally  accepted  in  the  United  States
          ("GAAP").  The  preparation of the financial  statements in conformity
          with GAAP requires  management to make estimates and assumptions  that
          affect the reported  amounts and  disclosures.  Actual  results  could
          differ from those estimates.

          Investments--The  investments  in  shares  of the  Series  Fund or the
          non-Prudential administered funds are stated at the net asset value of
          the respective portfolio.

          Security   Transactions--Realized   gains  and   losses  on   security
          transactions are reported on an average cost basis.  Purchase and sale
          transactions  are recorded as of the trade date of the security  being
          purchased or sold.

          Distributions   Received--Dividend   and  capital  gain  distributions
          received are reinvested in additional shares of the Series Fund or the
          non-Prudential  administered funds and are recorded on the ex-dividend
          date.


                                      A14



Note 3:   Investment Information for the Pruco Life of New Jersey Variable
          Appreciable Account

          The net asset value per share for each portfolio of the Series Fund or
          the non-Prudential  administered funds, the number of shares (rounded)
          of each  portfolio  held by the  Account  and  the  aggregate  cost of
          investments in such shares at December 31, 2000 were as follows:




                                             Prudential    Prudential                   Prudential     Prudential
                                                Money      Diversified    Prudential     Flexible     Conservative
                                               Market         Bond          Equity        Managed       Balanced
                                              Portfolio     Portfolio      Portfolio     Portfolio      Portfolio
                                             -----------   -----------   ------------  -------------  ------------
                                                                                       
            Number of shares (rounded):          738,718     2,170,960      7,042,378     13,726,975     7,339,121
            Net asset value per share:       $     10.00   $     11.28   $      24.50  $       16.53  $      14.63
            Cost:                            $ 7,387,175   $23,368,523   $158,202,254  $ 221,118,793  $104,433,497


                                             Prudential    Prudential
                                             High Yield       Stock       Prudential    Prudential    Prudential
                                                Bond          Index          Value        Global       Jennison
                                              Portfolio     Portfolio      Portfolio     Portfolio     Portfolio
                                             -----------   -----------   ------------  -------------  ------------
                                                                                       
            Number of shares (rounded):        4,630,864     2,283,875        631,039      2,992,660     1,326,918
            Net asset value per share:       $      6.14   $     38.66   $      20.46  $       23.61  $      22.97
            Cost:                            $34,852,137   $75,647,014   $ 11,678,657  $  59,822,865  $ 35,029,017



                                            T. Rowe Price                                   MFS
                                            International   AIM V.I.     Janus Aspen     Emerging      Franklin
                                                Stock         Value        Growth         Growth       Small Cap
                                              Portfolio       Fund        Portfolio       Series         Fund
                                             -----------   -----------   ------------  -------------  ------------
                                                                                       
            Number of shares (rounded):              376        11,631            701          1,892           585
            Net asset value per share:       $     15.07   $     27.30   $      26.48  $       28.85  $      21.14
            Cost:                            $     5,932   $   395,687   $     19,916  $      68,892  $     15,103



                                       A15



Note 4:   Contract Owner Unit Information

          Outstanding  contract  owner  units  (rounded),  unit values and total
          value of contract owner equity at December 31, 2000 were as follows:



                                                                                   SUBACCOUNTS
                                                   ------------------------------------------------------------------------------
                                                     Prudential      Prudential                      Prudential     Prudential
                                                        Money        Diversified    Prudential        Flexible     Conservative
                                                       Market           Bond          Equity           Managed       Balanced
                                                      Portfolio       Portfolio      Portfolio        Portfolio      Portfolio
                                                   --------------   -------------  --------------  --------------  --------------
                                                                                                    
            Contract Owner Units Outstanding
              (VAL - rounded) ...................       3,364,036       7,496,498      20,814,168      42,473,724      23,902,940
            Unit Value (VAL) ....................  $      2.12421   $     3.26626  $      8.28558  $      5.01132  $      4.10255
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (VAL) .........  $    7,145,918   $  24,485,512  $  172,457,454  $  212,849,424  $   98,063,006
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (PRUvider - rounded) ..............             N/A             N/A             N/A       4,109,419       3,241,273
            Unit Value (PRUvider) ...............  $          N/A   $         N/A  $          N/A  $      3.41846  $      2.86910
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (PRUvider) ....  $          N/A   $         N/A  $          N/A  $   14,047,885  $    9,299,537
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (PSEL III - rounded) ..............               0               0               0               0               0
            Unit Value (PSEL III) ...............  $      1.06851   $     1.08844  $      1.08522  $      1.01972  $      1.02014
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (PSEL III) ....  $            0   $           0  $            0  $            0  $            0
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (SVUL - rounded) ..................         233,010           2,670          76,084           9,665           8,829
            Unit Value (SVUL) ...................  $      1.03539   $     1.09365  $      1.06210  $      0.99186  $      0.99713
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (SVUL) ........  $      241,257   $       2,921  $       80,809  $        9,586  $        8,804
                                                   --------------   -------------  --------------  --------------  --------------
            TOTAL CONTRACT OWNER EQUITY .........  $    7,387,175   $  24,488,433  $  172,538,264  $  226,906,896  $  107,371,347
                                                   ==============   =============  ==============  ==============  ==============


                                                                             SUBACCOUNTS (Continued)
                                                   ------------------------------------------------------------------------------
                                                     Prudential      Prudential
                                                     High Yield         Stock       Prudential       Prudential     Prudential
                                                        Bond            Index          Value           Global        Jennison
                                                      Portfolio       Portfolio      Portfolio        Portfolio      Portfolio
                                                   --------------   -------------  --------------  --------------  --------------
                                                                                                    
            Contract Owner Units Outstanding
              (VAL - rounded) ...................      12,507,955      15,710,458       2,380,915      33,331,216      10,256,402
            Unit Value (VAL) ....................  $      2.27300   $     5.60876  $      5.40997  $      2.11852  $      2.95904
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (VAL) .........  $   28,430,582   $  88,116,188  $   12,880,679  $   70,612,847  $   30,349,103
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (PRUvider - rounded) ..............             N/A             N/A             N/A             N/A             N/A
            Unit Value (PRUvider) ...............  $          N/A   $         N/A  $          N/A  $          N/A  $          N/A
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (PRUvider) ....  $          N/A   $         N/A  $          N/A  $          N/A  $          N/A
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (PSEL III - rounded) ..............               0               0               0               0               0
            Unit Value (PSEL III) ...............  $      0.93826   $     0.97781  $      1.24018  $      0.99200  $      0.95689
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (PSEL III) ....  $            0   $           0  $            0  $            0  $            0
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (SVUL - rounded) ..................           3,138         193,029          25,519          52,671         162,863
            Unit Value (SVUL) ...................  $      0.93083   $     0.92422  $      1.19069  $      0.83244  $      0.79943
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (SVUL) ........  $        2,921   $     178,401  $       30,385  $       43,845  $      130,197
                                                   --------------   -------------  --------------  --------------  --------------
            TOTAL CONTRACT OWNER EQUITY .........  $   28,433,502   $  88,294,590  $   12,911,064  $   70,656,692  $   30,479,300
                                                   ==============   =============  ==============  ==============  ==============



                                       A16



Note 4:   Contract Owner Unit Information (Continued)



                                                                                SUBACCOUNTS (Continued)
                                                   ------------------------------------------------------------------------------
                                                    T. Rowe Price                                        MFS
                                                    International     AIM V.I.      Janus Aspen       Emerging       Franklin
                                                        Stock           Value         Growth           Growth        Small Cap
                                                      Portfolio         Fund         Portfolio         Series          Fund
                                                   --------------   -------------  --------------  --------------  --------------
                                                                                                    
            Contract Owner Units Outstanding
              (VAL - rounded) ...................             N/A             N/A             N/A             N/A             N/A
            Unit Value (VAL) ....................  $          N/A   $         N/A  $          N/A  $          N/A  $          N/A
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (VAL) .........  $          N/A   $         N/A  $          N/A  $          N/A  $          N/A
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (PRUvider - rounded) ..............             N/A             N/A             N/A             N/A             N/A
            Unit Value (PRUvider) ...............  $          N/A   $         N/A  $          N/A  $          N/A  $          N/A
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (PRUvider) ....  $          N/A   $         N/A  $          N/A  $          N/A  $          N/A
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (PSEL III - rounded) ..............               0               0               0               0               0
            Unit Value (PSEL III) ...............  $      0.96637   $     0.93973  $      0.96847  $      1.11880  $      0.83098
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (PSEL III) ....  $            0   $           0  $            0  $            0  $            0
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Units Outstanding
              (SVUL - rounded) ..................           6,512         380,363          22,170          65,931          14,530
            Unit Value (SVUL) ...................  $      0.87025   $     0.83484  $      0.83731  $      0.82771  $      0.85157
                                                   --------------   -------------  --------------  --------------  --------------
            Contract Owner Equity (SVUL) ........  $        5,667   $     317,542  $       18,563  $       54,571  $       12,373
                                                   --------------   -------------  --------------  --------------  --------------
            TOTAL CONTRACT OWNER EQUITY .........  $        5,667   $     317,542  $       18,563  $       54,571  $       12,373
                                                   ==============   =============  ==============  ==============  ==============


Note 5:   Charges and Expenses

          A.   Mortality Risk and Expense Risk Charges

               The  mortality  risk and expense  risk  charges,  at an effective
               annual  rate of up to 0.60%,  0.90%,  0.50%,  0.90% and 0.45% are
               applied daily against the net assets  representing equity of VAL,
               PRUvider,  PruSelect  III,  SVUL and VUL contract  owners held in
               each  subaccount,  respectively.  Mortality risk is that contract
               owners may not live as long as estimated and expense risk is that
               the cost of issuing and  administering  the  policies  may exceed
               related  charges by Pruco Life of New  Jersey.  Pruco Life of New
               Jersey  currently  intends to charge only 0.25% on PruSelect  III
               contracts  but reserves the right to make the full 0.50%  charge.
               For VUL contracts Pruco Life of New Jersey intends to charge only
               0.25% but reserves the right to charge 0.45%.

          B.   Deferred Sales Charge

               A deferred  sales  charge is imposed upon  surrenders  of certain
               VAL, PRUvider, SVUL and VUL contracts to compensate Pruco Life of
               New Jersey for sales and other marketing expenses.  The amount of
               any sales  charge  will  depend on the  number of years that have
               elapsed  since the contract  was issued.  No sales charge will be
               imposed  after the tenth year of the  contract.  No sales  charge
               will be imposed on death benefits.

          C.   Partial Withdrawal Charge

               A charge  is  imposed  by Pruco  Life of New  Jersey  on  partial
               withdrawals  of the cash  surrender  value. A charge equal to the
               lesser of $15 or 2% and $25 or 2% will be made in connection with
               each partial  withdrawal of the cash surrender  value of a VAL or
               PRUvider  contract  and  PruSelect  III,  SVUL  or VUL  contract,
               respectively.

          D.   Expense Reimbursement

               The  Account  is  reimbursed  by  Pruco  Life of New  Jersey  for
               expenses in excess of 0.40% of the VAL  product's  average  daily
               net  assets  incurred  by the  Money  Market,  Diversified  Bond,
               Equity,  Flexible Managed and Conservative Balanced Portfolios of
               the Series Fund.

          E.   Cost of Insurance and Other Related Charges

               Contract owner  contributions  are subject to certain  deductions
               prior to being  invested in the Account.  The  deductions are for
               (1)  transaction  costs  which are  deducted  from  each  premium
               payment to cover premium  collection  and processing  costs;  (2)
               state  premium  taxes;  (3) sales  charges  which are deducted in
               order to  compensate  Pruco  Life of New  Jersey  for the cost of
               selling  the  contract.  Contracts  are also  subject  to monthly
               charges  for the  costs  of  administering  the  contract  and to
               compensate  Pruco Life of New Jersey for the  guaranteed  minimum
               death benefit risk.


                                       A17



Note 6:   Taxes

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

Note 7:   Net Increase (Decrease) in Net Assets Retained in the Account

          The  increase  (decrease)  in  net  assets  retained  in  the  Account
          represents the net  contributions  (withdrawals)  of Pruco Life of New
          Jersey to (from) the Account.  Effective  October 13, 1998, Pruco Life
          of  New  Jersey  no  longer  maintains  a  position  in  the  Account.
          Previously,  Pruco Life of New  Jersey  maintained  a position  in the
          Account  for  liquidity   purposes   including   unit   purchases  and
          redemptions, fund share transactions and expense processing.

Note 8:   Unit Activity

          Transactions in units (including  transfers among subaccounts) for the
          years ended December 31, 2000, 1999 and 1998 were as follows:



                                                                            SUBACCOUNTS
                                     -----------------------------------------------------------------------------------------
                                                    Prudential                                      Prudential
                                                   Money Market                                  Diversified Bond
                                                     Portfolio                                       Portfolio
                                     -----------------------------------------        ----------------------------------------
                                         2000          1999            1998             2000           1999            1998
                                     ----------     ----------      ----------        --------      ----------      ----------
                                                                                                  
            Contract Owner
              Contributions:          1,942,266      1,394,252       1,651,137         683,886       1,817,938       3,461,354
            Contract Owner
              Redemptions:           (2,035,300)    (1,583,513)     (1,575,664)       (981,340)     (2,374,019)     (3,523,454)



                                                                      SUBACCOUNTS (Continued)
                                     -----------------------------------------------------------------------------------------
                                                    Prudential                                      Prudential
                                                      Equity                                     Flexible Managed
                                                     Portfolio                                       Portfolio
                                     -----------------------------------------        ----------------------------------------
                                         2000          1999            1998             2000           1999            1998
                                     ----------     ----------      ----------        --------      ----------      ----------
                                                                                                  
            Contract Owner
              Contributions:          1,560,425      1,053,096       4,007,348       4,041,146       2,928,417      16,398,289
            Contract Owner
              Redemptions:           (4,722,060)    (3,213,126)     (5,431,230)     (6,990,317)     (6,981,728)    (51,572,419)



                                                                      SUBACCOUNTS (Continued)
                                     -----------------------------------------------------------------------------------------
                                                    Prudential                                      Prudential
                                              Conservative  Balanced                              High Yield Bond
                                                     Portfolio                                       Portfolio
                                     -----------------------------------------        ----------------------------------------
                                         2000          1999            1998             2000           1999            1998
                                     ----------     ----------      ----------        --------      ----------      ----------
                                                                                                  
            Contract Owner
              Contributions:          2,331,679      2,742,649       3,568,780         265,372      10,923,909      33,003,985
            Contract Owner
              Redemptions:           (4,008,763)    (5,207,302)     (4,841,159)       (680,602)    (12,518,142)    (21,070,995)



                                                                      SUBACCOUNTS (Continued)
                                     -----------------------------------------------------------------------------------------
                                                    Prudential                                      Prudential
                                                    Stock Index                                        Value
                                                     Portfolio                                       Portfolio
                                     -----------------------------------------        ----------------------------------------
                                         2000          1999            1998             2000           1999            1998
                                     ----------     ----------      ----------        --------      ----------      ----------
                                                                                                  
            Contract Owner
              Contributions:          3,205,888     10,650,541      25,612,492         310,937         214,150         724,545
            Contract Owner
              Redemptions:             (910,208)   (12,168,789)    (14,154,931)       (430,110)       (494,521)       (492,449)



                                       A18


Note 8:  Unit Activity (Continued)




                                                                      SUBACCOUNTS (Continued)
                                     -----------------------------------------------------------------------------------------
                                                    Prudential                                      Prudential
                                                      Global                                         Jennison
                                                     Portfolio                                       Portfolio
                                     -----------------------------------------        ----------------------------------------
                                         2000          1999            1998             2000           1999            1998
                                     ----------     ----------      ----------        --------      ----------      ----------
                                                                                                  
            Contract Owner
              Contributions:          1,770,930     31,717,854      84,626,033       4,440,077       4,934,733       1,808,411
            Contract Owner
              Redemptions:           (1,120,283)   (35,712,959)    (53,280,086)     (1,064,529)       (810,425)       (520,419)



                                                              SUBACCOUNTS (Continued)
                                     -------------------------------------------------------------------------
                                     T. Rowe Price                                      MFS
                                     International   AIM V.I.       Janus Aspen      Emerging        Franklin
                                         Stock         Value          Growth          Growth         Small Cap
                                       Portfolio       Fund          Portfolio        Series           Fund
                                     ----------     ----------      ----------        --------      ----------
                                         2000          2000            2000            2000            2000
                                     ----------     ----------      ----------        --------      ----------
                                                                                     
            Contract Owner
              Contributions:             21,479        382,505          22,488          68,452          14,932
            Contract Owner
              Redemptions:              (14,967)        (2,142)           (318)         (2,521)           (402)


Note 9:   Purchases and Sales of Investments

          The   aggregate   costs  of  purchases  and  proceeds  from  sales  of
          investments  in the Series  Fund and the  non-Prudential  administered
          funds for the year ended December 31, 2000 were as follows:



                                                      Prudential      Prudential                      Prudential     Prudential
                                                         Money        Diversified     Prudential       Flexible     Conservative
                                                        Market           Bond           Equity          Managed       Balanced
                                                       Portfolio       Portfolio       Portfolio       Portfolio      Portfolio
                                                     ------------    ------------     ------------    ------------   ------------
                                                                                                      
            Purchases .............................  $  2,366,155    $    883,859     $   266,466     $ 1,148,066    $    676,862
            Sales .................................  $ (2,881,655)   $ (1,911,559)    $(27,124,900)   $(17,253,969)  $ (8,182,482)



                                                      Prudential      Prudential
                                                      High Yield         Stock        Prudential      Prudential     Prudential
                                                         Bond            Index           Value          Global        Jennison
                                                       Portfolio       Portfolio       Portfolio       Portfolio      Portfolio
                                                     ------------    ------------     ------------    ------------   ------------
                                                                                                      
            Purchases .............................  $    198,855    $ 15,241,068     $   526,006     $ 3,313,171    $ 12,480,027
            Sales .................................  $ (1,385,330)   $ (2,476,719)    $(1,200,671)    $(1,964,302)   $   (449,403)



                                                     T. Rowe Price                                        MFS
                                                     International     AIM  V.I.      Janus Aspen      Emerging       Franklin
                                                         Stock           Value          Growth          Growth        Small Cap
                                                       Portfolio         Fund          Portfolio        Series          Fund
                                                     ------------    ------------     ------------    ------------   ------------
                                                                                                      
            Purchases .............................  $     19,979    $    384,474     $    20,213     $    71,570    $     15,585
            Sales .................................  $    (13,414)   $     (2,787)    $      (293)    $    (2,287)   $       (432)



                                       A19



                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Contract Owners of the
PruSelect III Variable Life Subaccounts of
Pruco Life of New Jersey Variable Appreciable Account
and the Board of Directors of
Pruco Life Insurance Company of New Jersey


In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets present fairly, in all
material respects, the financial position of the subaccounts (Prudential Money
Market Portfolio, Prudential Diversified Bond Portfolio, Prudential Equity
Portfolio, Prudential Flexible Managed Portfolio, Prudential Conservative
Balanced Portfolio, Prudential High Yield Bond Portfolio, Prudential Stock Index
Portfolio, Prudential Value Portfolio, Prudential Global Portfolio, Prudential
Jennison Portfolio, T. Rowe Price International Stock Portfolio, AIM V.I. Value
Fund, Janus Aspen Growth Portfolio, MFS Emerging Growth Series and Franklin
Small Cap Fund) of the Pruselect III Variable Life Subaccounts of the Pruco Life
of New Jersey Variable Appreciable Account at December 31, 2000, and the results
of each of their operations and the changes in each of their net assets for each
of the periods presented, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the management of Pruco Life Insurance Company of New Jersey;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of fund shares owned at December 31, 2000
with the transfer agents of the investee mutual funds, provide a reasonable
basis for our opinion.


PricewaterhouseCoopers LLP
New York, New York
March 30, 2001


                                      A20





   Pruco Life Insurance Company of New Jersey

   Statements of Financial Position
   December 31, 2000 and 1999 (In Thousands)
   -----------------------------------------------------------------------------



                                                                                   2000              1999
                                                                                ----------       ----------
                                                                                              
   ASSETS
   Fixed maturities
      Available for sale, at fair value (amortized cost, 2000: $614,858; and
         1999: $604,223)                                                         $ 612,851        $ 585,271
      Held to maturity, at amortized cost (fair value, 2000: $7,259; and
         1999: $6,938)                                                               7,470            7,470
   Policy loans                                                                    152,111          143,815
   Short-term investments                                                           28,759                -
   Other long-term investments                                                       3,577            2,520
                                                                                ----------       ----------
           Total investments                                                       804,768          739,076
   Cash and cash equivalents                                                        65,237           27,590
   Deferred policy acquisition costs                                               116,653          129,184
   Accrued investment income                                                        13,781           12,492
   Receivables from affiliate                                                       22,265           16,231
   Other assets                                                                        292              474
   Separate Account assets                                                       1,805,584        1,827,484
                                                                                ----------       ----------
   TOTAL ASSETS                                                                 $2,828,580       $2,752,531
                                                                                ==========       ==========

   LIABILITIES AND STOCKHOLDER'S EQUITY
   Liabilities
   Policyholders' account balances                                               $ 434,442        $ 416,492
   Future policy benefits and other policyholder liabilities                       108,218          104,750
   Cash collateral for loaned securities                                            48,309           17,900
   Securities sold under agreements to repurchase                                    9,754                -
   Income taxes payable                                                             29,913           27,829
   Other liabilities                                                                 8,793            7,107
   Separate Account liabilities                                                  1,805,584        1,827,484
                                                                                ----------       ----------
   Total liabilities                                                             2,445,013        2,401,562
                                                                                ----------       ----------
   Contingencies - (See Footnote 11)
   Stockholder's Equity
   Common stock, $5 par value;
         400,000 shares, authorized;
         issued and outstanding at
         December 31, 2000 and 1999                                                  2,000            2,000
   Paid-in-capital                                                                 128,689          125,000
   Retained earnings                                                               253,641          230,057
   Accumulated other comprehensive (loss) income                                     (763)          (6,088)
                                                                                ----------       ----------
   Total stockholder's equity                                                      383,567          350,969
                                                                                ----------       ----------
   TOTAL LIABILITIES AND
       STOCKHOLDER'S EQUITY                                                     $2,828,580       $2,752,531
                                                                                ==========       ==========


                        See Notes to Financial Statements


                                      B-1




   Pruco Life Insurance Company of New Jersey

   Statements of Operations and Comprehensive Income
   Years Ended December 31, 2000, 1999 and 1998 (In Thousands)
   -----------------------------------------------------------------------------------------------------------


                                                               2000              1999              1998
                                                             --------          --------         --------
                                                                                       
   REVENUES
   Premiums                                                  $  5,717           $ 6,742         $  7,282
   Policy charges and fee income                               55,231            52,714           53,152
   Net investment income                                       54,524            47,600           47,032
   Realized investment (losses) gains, net                    (1,045)           (5,013)            8,446
   Asset management fees                                        8,467             7,407            5,641
   Other income                                                   331               386              114
                                                             --------          --------         --------

   Total revenues                                             123,225           109,836          121,667
                                                             --------          --------         --------

   BENEFITS AND EXPENSES

   Policyholders' benefits                                     28,201            26,237           30,679
   Interest credited to policyholders' account balances        19,326            18,846           19,038
   General, administrative and other expenses                  39,415            45,065           22,557
                                                             --------          --------         --------

   Total benefits and expenses                                 86,942            90,148           72,274
                                                             --------          --------         --------

   Income from operations before income taxes                  36,283            19,688           49,393
                                                             --------          --------         --------

   Income tax provision                                        12,699             6,891           17,570

   NET INCOME                                                  23,584            12,797           31,823

    Other comprehensive income (loss), net of tax:

      Unrealized gains (losses) on securities, net of
          reclassification adjustment                           5,325            (7,681)          (1,363)
                                                             --------          --------         --------

   TOTAL COMPREHENSIVE INCOME                                $ 28,909          $  5,116         $ 30,460
                                                             ========          ========         ========





                       See Notes to Financial Statements


                                      B-2


   Pruco Life Insurance Company of New Jersey

   Statements of Changes in Stockholder's Equity
   Years Ended December 31, 2000, 1999 and 1998 (In Thousands)
   -----------------------------------------------------------------------------



                                                                                Accumulated
                                                                                   other          Total
                                      Common       Paid-in-       Retained     comprehensive  stockholder's
                                       stock        capital       earnings     income (loss)     equity
                                      ------       --------       --------     ------------   -------------
                                                                                 
   Balance, December 31, 1997         $2,000       $125,000       $185,437        $ 2,956       $315,393
      Net income                           -              -         31,823              -         31,823
      Change in net unrealized
        investment (losses) gains,
        net of reclassification
        and taxes                          -              -              -         (1,363)        (1,363)
                                      ------       --------       --------        -------       --------
   Balance, December 31, 1998          2,000        125,000        217,260          1,593        345,853
      Net income                           -              -         12,797              -         12,797
      Change in net unrealized
        investment (losses) gains,
        net of reclassification
        and taxes                          -              -              -         (7,681)        (7,681)
                                      ------       --------       --------        -------       --------
   Balance, December 31, 1999          2,000        125,000        230,057         (6,088)       350,969
      Contribution                                    3,689                                        3,689
      Net income                           -              -         23,584              -         23,584
      Change in net unrealized
        investment (losses) gains,
        net of reclassification
        and taxes                          -              -              -          5,325          5,325
                                      ------       --------       --------        -------       --------
   Balance, December 31, 2000         $2,000       $128,689       $253,641        $  (763)      $383,567
                                      ======       ========       ========        =======       ========





                       See Notes to Financial Statements


                                      B-3



   Pruco Life Insurance Company of New Jersey

   Statements of Cash Flows
   Years Ended December 31, 2000, 1999 and 1998 (In Thousands)
   -----------------------------------------------------------------------------



                                                                         2000           1999           1998
                                                                       ---------      ---------    -----------
                                                                                          
   CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                       $ 23,584       $  12,797    $    31,823
      Adjustments to reconcile net income to net cash from
       (used in) operating activities:
         Policy charges and fee income                                   (9,881)        (11,399)        (5,180)
         Interest credited to policyholders' account balances            19,326          18,846         19,038
         Realized investment losses (gains), net                          1,045           5,013         (8,446)
         Amortization and other non-cash items                           (9,254)         18,092          2,497
         Change in:
           Future policy benefits and other policyholders' liabilities    3,468          14,918          5,304
           Accrued investment income                                     (1,289)           (283)         1,866
           Policy loans                                                  (8,296)         (4,372)       (12,137)
           Receivable from affiliates                                    (6,034)        (19,723)          (815)
           Deferred policy acquisition costs                             12,531         (15,261)       (12,298)
           Income taxes payable                                           2,084           2,504         (9,826)
           Contribution from parent                                       3,689               -              -
           Other, net                                                     1,868           2,523         (8,954)
                                                                       --------       ---------    -----------
   Cash Flows From Operating Activities                                  32,841          23,655          2,872
                                                                       --------       ---------    -----------
   CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from the sale/maturity of:
         Fixed maturities:
           Available for sale                                           396,117         702,380      1,001,096
      Payments for the purchase of:
         Fixed maturities:
           Available for sale                                          (411,579)       (695,198)    (1,029,988)
           Held to maturity                                                   -          (7,470)             -
      Other long term investments, net                                   (1,058)             99           (854)
      Cash collateral for loaned securities, net                         30,409         (16,524)           761
      Securities sold under agreements to repurchase, net                 9,754         (27,210)        27,210
      Short term investments, net                                       (28,756)         11,040          6,800
                                                                       --------       ---------    -----------
   Cash Flows (Used in) From Investing Activities                        (5,113)        (32,883)         5,025
                                                                       --------       ---------    -----------
   CASH FLOWS FROM FINANCING ACTIVITIES:
      Policyholders' account balances:
         Deposits                                                       170,978         258,417        298,391
         Withdrawals                                                   (161,060)       (264,373)      (298,149)
                                                                       --------       ---------    -----------
   Cash Flows From (Used in) Financing Activities                         9,918          (5,956)           242
                                                                       --------       ---------    -----------
   Net increase (decrease) in Cash and cash equivalents                  37,647         (15,184)         8,139
   Cash and cash equivalents, beginning of year                          27,590          42,774         34,635
                                                                       --------       ---------    -----------
   CASH and CASH EQUIVALENTS, END OF PERIOD                            $ 65,237       $  27,590    $    42,774
                                                                       ========       =========    ===========

   SUPPLEMENTAL CASH FLOW INFORMATION
   Income taxes paid                                                   $ 13,421       $     480      $  27,083
                                                                       ========       =========    ===========




                       See Notes to Financial Statements



                                      B-4


   Notes to Financial Statements

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

   1.  BUSINESS

   Pruco Life Insurance Company of New Jersey ("the Company") is a stock life
   insurance company organized in 1982 under the laws of the state of New
   Jersey. The Company is licensed to sell individual life insurance, variable
   life insurance, variable annuities, and fixed annuities ("the Contracts")
   only in the states of New Jersey and New York.

   The Company is a wholly owned subsidiary of Pruco Life Insurance Company
   ("Pruco Life"), a stock life insurance company organized in 1971 under the
   laws of the state of Arizona. Pruco Life, in turn, 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 in the process of reorganizing itself into a publicly
   traded stock company through a process known as "demutualization." On
   February 10, 1998, Prudential's Board of Directors authorized management to
   take the preliminary steps necessary to permit Prudential to demutualize and
   become a stock company. On July 1, 1998, legislation was enacted in New
   Jersey that would permit this demutualization to occur and that specified the
   process of demutualization. On December 15, 2000, Prudential's Board of
   Directors unanimously adopted the Plan of Reorganization, which provides the
   framework under which Prudential will convert from a mutual structure to
   stock ownership. Demutualization is a complex process involving development
   of a plan of reorganization, a public hearing, approval by two-thirds of the
   qualified policyholders who vote on the plan (with at least one million
   qualified policyholders voting) and review and approval by the New Jersey
   Commissioner of Banking and Insurance. Prudential is working toward
   completing this process in 2001. However, there is no certainty that the
   demutualization will be completed in this time frame or that the necessary
   approvals will be obtained. It is also possible that after careful review,
   Prudential could decide not to demutualize or could decide to delay its
   plans.

   The Company is engaged in a business that is highly competitive because of
   the large number of stock and mutual life insurance companies and other
   entities engaged in marketing insurance products, and individual annuities.

   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation
   The consolidated financial statements have been prepared in accordance with
   accounting principles generally accepted in the United States of America
   ("GAAP"). The Company has extensive transactions and relationships with
   Prudential and other affiliates, as more fully described in Footnote 13. Due
   to these relationships, it is possible that the terms of these transactions
   are not the same as those that would result from transactions among wholly
   unrelated parties. All significant intercompany transactions and balances
   have been eliminated in consolidation.

   Use of Estimates
   The preparation of financial statements in conformity with GAAP requires
   management to make estimates and assumptions that affect the reported amounts
   of assets and liabilities, in particular deferred policy acquisition costs
   ("DAC") and future policy benefits, and disclosure of contingent assets and
   liabilities at the date of the financial statements and the reported amounts
   of revenues and expenses during the period. Actual results could differ from
   those estimates.

   Investments
   Fixed maturities classified as "available for sale" are carried at estimated
   fair value. Fixed maturities that the Company has both the intent and ability
   to hold to maturity are stated at amortized cost and classified as "held to
   maturity". The amortized cost of fixed maturities is written down to
   estimated fair value if a decline in value is considered to be other than
   temporary. Unrealized gains and losses on fixed maturities "available for
   sale", including the effect on deferred policy acquisition costs and
   policyholders' account balances that would result from the realization of
   unrealized gains and losses, net of income taxes, are included in a separate
   component of equity, "Accumulated other comprehensive income (loss)."

   Policy loans are carried at unpaid principal balances.

   Short-term investments, consisting of highly liquid debt instruments other
   than those held in "Cash and cash equivalents" with a maturity of twelve
   months or less when purchased, are carried at amortized cost, which
   approximates fair value.

   Realized investment (losses) gains, net are computed using the specific
   identification method. Costs of fixed maturity and equity securities are
   adjusted for impairments considered to be other than temporary.


                                      B-5



   Notes to Financial Statements

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

   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Cash and cash equivalents
   Includes cash on hand, amounts due from banks, money market instruments, and
   other debt issues with a maturity of three months or less when purchased.

   Deferred Policy Acquisition Costs
   The costs that vary with and that are related primarily to the production of
   new insurance and annuity business are deferred to the extent that they are
   deemed recoverable from future profits. Such costs include certain
   commissions, costs of policy issuance and underwriting, and variable field
   office expenses. Deferred policy acquisition costs are subject to recognition
   testing at the time of policy issue and recoverability and premium defiency
   testing at the end of each accounting period. Deferred policy acquisition
   costs, for certain products, are adjusted for the impact of unrealized gains
   or losses on investments as if these gains or losses had been realized, with
   corresponding credits or charges included in "Accumulated other comprehensive
   (loss) income."

   Policy acquisition costs related to interest-sensitive and variable life
   products and certain investment-type products are deferred and amortized over
   the expected life of the contracts (periods ranging from 25 to 30 years) in
   proportion to estimated gross profits arising principally from investment
   results, mortality and expense margins, and surrender charges based on
   historical and anticipated future experience, which is updated periodically.
   The effect of changes to estimated gross profits on unamortized deferred
   acquisition costs is reflected in "General and administrative expenses" in
   the period such estimated gross profits are revised.

   Prudential and the Company have offered programs under which policyholders,
   for a selected product or group of products, can exchange an existing policy
   or contract issued by Prudential or the Company for another form of policy or
   contract. These transactions are known as internal replacements. If the new
   policies have terms that are substantially similar to those of the earlier
   policies, the DAC is retained with respect to the new policies and amortized
   over the life of the new policies. If the terms of the new policies are not
   substantially similar to those of the former policy, the unamortized DAC on
   the surrendered policies is immediately charged to expense.

   Securities loaned
   Securities loaned are treated as financing arrangements and are recorded at
   the amount of cash received as collateral. The Company obtains collateral in
   an amount equal to 102% and 105% of the fair value of the domestic and
   foreign securities, respectively. The Company monitors the market value of
   securities loaned on a daily basis with additional collateral obtained as
   necessary.

   Non-cash collateral received is not reflected in the consolidated statements
   of financial position because the debtor typically has the right to redeem
   the collateral on short notice. Substantially all of the Company's securities
   loaned are with large brokerage firms.

   Securities sold under agreements to repurchase
   Securities sold under agreements to repurchase are treated as financing
   arrangements and are carried at the amounts at which the securities will be
   subsequently reacquired, including accrued interest, as specified in the
   respective agreements. Assets to be repurchased are the same, or
   substantially the same, as the assets transferred and the transferor, through
   right of substitution, maintains the right and ability to redeem the
   collateral on short notice. The market value of securities to be repurchased
   is monitored and additional collateral is obtained, where appropriate, to
   protect against credit exposure.

   Securities lending and securities repurchase agreements are used to generate
   net investment income and facilitate trading activity. These instruments are
   short-term in nature (usually 30 days or less). Securities loaned are
   collateralized principally by U.S. Government and mortgage-backed securities.
   Securities sold under repurchase agreements are collateralized principally by
   cash. The carrying amounts of these instruments approximate fair value
   because of the relatively short period of time between the origination of the
   instruments and their expected realization.

   Separate Account Assets and Liabilities
   Separate Account assets and liabilities are reported at estimated fair value
   and represent segregated funds which are invested for certain policyholders
   and other customers. The assets consist of common stocks, fixed maturities,
   real estate related securities, and short-term investments. The assets of
   each account are legally segregated and are not subject to claims that arise
   out of any other business of the Company. Investment risks associated with
   market value changes are borne by the customers, except to the extent


                                      B-6




   Notes to Financial Statements

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

   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   of minimum guarantees made by the Company with respect to certain accounts.
   The investment income and gains or losses for Separate Accounts generally
   accrue to the policyholders and are not included in the Consolidated
   Statements of Operations and Comprehensive Income. Mortality, policy
   administration and surrender charges on the accounts are included in "Policy
   charges and fee income".

   Separate Accounts represent funds for which investment income and investment
   gains and losses accrue directly to, and investment risk is borne by, the
   policyholders, with the exception of the Pruco Life Modified Guaranteed
   Annuity Account. The Pruco Life Modified Guaranteed Annuity Account is a
   non-unitized Separate Account, which funds the Modified Guaranteed Annuity
   Contract and the Market Value Adjustment Annuity Contract. Owners of the
   Pruco Life Modified Guaranteed Annuity and the Market Value Adjustment
   Annuity Contracts do not participate in the investment gain or loss from
   assets relating to such accounts. Such gain or loss is borne, in total, by
   the Company.

   Insurance Revenue and Expense Recognition
   Premiums from insurance policies are generally recognized when due. Benefits
   are recorded as an expense when they are incurred. For traditional life
   insurance contracts, a liability for future policy benefits is recorded using
   the net level premium method. For individual annuities in payout status, a
   liability for future policy benefits is recorded for the present value of
   expected future payments based on historical experience.

   Amounts received as payment for interest-sensitive life, individual annuities
   and guaranteed investment contracts are reported as deposits to
   "Policyholders' account balances". Revenues from these contracts reflected as
   "Policy charges and fee income" consist primarily of fees assessed during the
   period against the policyholders' account balances for mortality charges,
   policy administration charges and surrender charges. Benefits and expenses
   for these products include claims in excess of related account balances,
   expenses of contract administration, interest credited and amortization of
   deferred policy acquisition costs.

   Asset Management Fees
   The Company receives asset management fee income from policyholder account
   balances invested in The Prudential Series Fund ("PSF"), which are a
   portfolio of mutual fund investments related to the Company's Separate
   Account products. In addition, the Company receives fees from policyholder
   account balances invested in funds managed by companies other than
   Prudential. Asset management fees are recognized as income as earned.

   Derivative Financial Instruments
   Derivatives are financial instruments whose values are derived from interest
   rates, foreign exchange rates, financial indices, or the value of securities
   or commodities. Derivative financial instruments used by the Company include
   swaps, futures, forwards and option contracts and may be exchange-traded or
   contracted in the over-the-counter market. The Company uses derivative
   financial instruments to seek to reduce market risk from changes in interest
   rates or foreign currency exchange rates and to alter interest rate or
   currency exposures arising from mismatches between assets and liabilities.

   To qualify for hedge accounting treatment, derivatives must be designated as
   hedges for existing assets, liabilities, firm commitments or anticipated
   transactions which are identified and probable to occur, and effective in
   reducing the market risk to which the Company is exposed. The effectiveness
   of the derivatives is evaluated at the inception of the hedge and throughout
   the hedge period. All derivatives used by the Company are for other than
   trading purposes.

   Derivatives held for purposes other than trading are primarily used to seek
   to reduce exposure to interest rate and foreign currency risks associated
   with assets held or expected to be purchased or sold, and liabilities
   incurred or expected to be incurred. Additionally, other than trading
   derivatives are used to change the characteristics of the Company's
   asset/liability mix as part of the Company's risk management activities.

   See Note 10 for a discussion of the accounting treatment of derivatives that
   qualify for hedge accounting treatment. If the Company's use of other than
   trading derivatives does not meet the criteria to apply hedge accounting, the
   derivatives are recorded at fair value in "Other long-term investments" or
   "Other liabilities" in the Consolidated Statements of Financial Position, and
   changes in their fair value are included in "Realized investment
   (losses)gains, net" without considering changes in fair value of the hedged
   assets or liabilities. Cash flows from other than trading derivatives are
   reported in the investing activities section in the Consolidated Statements
   of Cash Flows.


                                      B-7



   Notes to Financial Statements

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

   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

   Income Taxes
   The Company is a member of the consolidated federal income tax return of
   Prudential and files separate company state and local tax returns. Pursuant
   to the tax allocation arrangement with Prudential, total federal income tax
   expense is determined on a separate company basis. Members with losses record
   tax benefits to the extent such losses are recognized in the consolidated
   federal tax provision. Deferred income taxes are generally recognized, based
   on enacted rates, when assets and liabilities have different values for
   financial statement and tax reporting purposes. A valuation allowance is
   recorded to reduce a deferred tax asset to that portion that is expected to
   be realized.

   New Accounting Pronouncements

   In September 2000, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standard ("SFAS") No. 140, "Accounting for
   Transfers and Servicing of Financial Assets and Extinguishments of
   Liabilities - a replacement of FASB Statement No. 125". The Company is
   currently evaluating the effect of adopting the provisions of SFAS No. 140
   relating to transfers and extinguishments of liabilities which are effective
   for periods occurring after March 31, 2001. The Company has adopted in these
   financial statements disclosures about collateral and for recognition and
   reclassification of collateral required under the statement for fiscal years
   ending after December 15, 2000.

   In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
   Instruments and Hedging Activities" and, in June 2000, SFAS No. 138,
   "Accounting for Certain Derivative Instruments and Certain Hedging Activities
   - an amendment of FASB Statement No. 133". SFAS No. 133, as amended by SFAS
   No. 138 (collectively "SFAS No. 133"), requires that companies recognize all
   derivatives as either assets or liabilities in the balance sheet and measure
   those instruments at fair value. SFAS No. 133 does not apply to most
   traditional insurance contracts. However, certain hybrid contracts that
   contain features which may affect settlement amounts similarly to derivatives
   may require separate accounting for the "host contract" and the underlying
   "embedded derivative" provisions. The latter provisions would be accounted
   for as derivatives as specified by the statement.

   SFAS No. 133 provides, if certain conditions are met, that a derivative may
   be specifically designated as (1) a hedge of the exposure to changes in the
   fair value of a recognized asset or liability or an unrecognized firm
   commitment (fair value hedge), (2) a hedge of the exposure to variable cash
   flows of a forecasted transaction (cash flow hedge), or (3) a hedge of the
   foreign currency exposure of a net investment in a foreign operation, an
   unrecognized firm commitment, an available-for-sale security or a
   foreign-currency-denominated forecasted transaction (foreign currency hedge).
   Under SFAS No. 133, the accounting for changes in fair value of a derivative
   depends on its intended use and designation. For a fair value hedge, the gain
   or loss is recognized in earnings in the period of change together with the
   offsetting loss or gain on the hedged item. For a cash flow hedge, the
   effective portion of the derivative's gain or loss is initially reported as a
   component of other comprehensive income and subsequently reclassified into
   earnings when the forecasted transaction affects earnings. For a foreign
   currency hedge, the gain or loss is reported in other comprehensive income as
   part of the foreign currency translation adjustment. The accounting for a
   fair value hedge described above applies to a derivative designated as a
   hedge of the foreign currency exposure of an unrecognized firm commitment or
   an available-for-sale security. Similarly, the accounting for a cash flow
   hedge described above applies to a derivative designated as a hedge of the
   foreign currency exposure of a foreign-currency-denominated forecasted
   transaction. For all other derivatives not designated as hedging instruments,
   the gain or loss is recognized in earnings in the period of change.




   The Company adopted SFAS No. 133, as amended, as of January 1, 2001. The
   adoption of this statement did not have a material impact on the results of
   operations of the Company. As part of the implementation, the Company
   reclassified held-to-maturity securities, amounting to approximately $7.5
   million at January 1, 2001, to the available-for-sale category. This
   reclassification resulted in the recognition of a net unrealized loss of
   approximately $.2 million, net of tax, which was recorded as a component of
   "Accumulated other comprehensive (loss) income" on the implementation date.

   In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
   Accounting Bulletin No. 101, " Revenue Recognition in Financial Statements"
   ("SAB No. 101"). SAB No. 101 provides guidance for revenue recognition and
   related disclosure in the financial statements. The Company adopted SAB No.
   101, and its related interpretations, as of October 1, 2000. The adoption of
   SAB No. 101 did not have a material effect on the Company's financial
   position or results of operations.

   Reclassifications
   Certain amounts in the prior years have been reclassified to conform to the
   current year presentation.


                                      B-8


   Notes to Financial Statements

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

   3.  INVESTMENTS

   Fixed Maturities
   The following tables provide additional information relating to fixed
   maturities as of December 31:



                                                                         2000
                                               --------------------------------------------------------
                                                                 Gross          Gross         Estimated
                                               Amortized      Unrealized      Unrealized        Fair
                                                  Cost           Gains          Losses          Value
                                                --------        ------        -------        --------
                                                                    (In Thousands)
                                                                                 
      Fixed maturities available for sale
      U.S. Treasury securities and
        obligations of U.S. government
        corporations and agencies               $ 25,050        $  708        $     2        $ 25,756

      Foreign government bonds                    11,181           463              -          11,644

      Corporate securities                       578,627         7,314         10,490         575,451

      Mortgage-backed securities                       -             -              -               -
                                                --------        ------        -------        --------
      Total fixed maturities available for
        sale                                    $614,858        $8,485        $10,492        $612,851
                                                ========        ======        =======        ========


      Fixed maturities held to maturity

      Corporate securities                      $  7,470        $    -        $   211        $  7,259
                                                --------        ------        -------        --------
      Total fixed maturities held to
        maturity                                $  7,470        $    -        $   211        $  7,259
                                                ========        ======        =======        ========

                                                                        1999
                                            --------------------------------------------------------------
                                                                Gross          Gross         Estimated
                                              Amortized      Unrealized      Unrealized         Fair
                                                 Cost           Gains          Losses          Value
                                               --------         ------        -------        --------
                                                                    (In Thousands)
      Fixed maturities available for sale
      U.S. Treasury securities and
        obligations of  U.S. government
        corporations and agencies               $  9,489         $     -        $    63        $  9,426

      Foreign government bonds                     5,000               -             68           4,932

      Corporate Securities                       588,696             681         19,499         569,878

      Mortgage-backed securities                   1,038               -              3           1,035
                                                --------          ------        -------        --------

      Total fixed maturities available for
        sale                                    $604,223         $   681        $19,633       $ 585,271
                                                ========         =======        =======       =========

      Fixed maturities held to maturity
        Corporate securities                    $  7,470         $     -        $   532       $   6,938
                                                --------          ------        -------       ---------

      Total fixed maturities held to
        maturity                                $  7,470         $     -        $   532       $   6,938
                                                ========         =======        =======       =========



                                      B-9


   Notes to Financial Statements

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

   3.  INVESTMENTS (continued)

   The amortized cost and estimated fair value of fixed maturities, by
   contractual maturities at December 31, 2000, is shown below:



                                                         Available for Sale                   Held to Maturity
                                                     ---------------------------        --------------------------
                                                     Amortized    Estimated Fair        Amortized   Estimated Fair
                                                       Cost            Value               Cost         Value
                                                     ---------    --------------        ---------   --------------
                                                          (In Thousands)                     (In Thousands)
                                                                                           
   Due in one year or less                           $  24,545      $ 24,476              $    -       $    -

   Due after one year through five years               254,007       254,205               1,000          978

   Due after five years through ten years              254,951       253,493               6,470        6,281

   Due after ten years                                  81,356        80,677                   -            -
                                                     ---------      --------              ------       ------

   Total                                             $ 614,858      $612,851              $7,470       $7,259
                                                     =========      ========              ======       ======


   Actual maturities may differ from contractual maturities because issuers have
   the right to call or prepay obligations.

   Proceeds from the sale of fixed maturities available for sale during 2000,
   1999, and 1998 were $354.4 million, $698.8 million, and $990.7 million,
   respectively. Gross gains of $2.2 million, $3.5 million, and $8.8 million,
   and gross losses of $5.2 million, $8.0 million, and $1.8 million were
   realized on those sales during 2000, 1999, and 1998, respectively. Proceeds
   from maturities of fixed maturities available for sale during 2000, 1999, and
   1998 were $ 41.7 million, $3.6 million, and $10.4 million, respectively.
   During the years ended December 31, 2000, 1999, and 1998, there were no
   securities classified as held to maturity that were sold.

   Writedowns for impairments which were deemed to be other than temporary for
   fixed maturities were $1.3 million, $0 million, and $.6 million for the years
   2000, 1999 and 1998, respectively.

   Special Deposits
   Fixed maturities of $.5 million at both December 31, 2000 and 1999
   respectively, were on deposit with governmental authorities or trustees as
   required by certain insurance laws.

   Investment Income and Investment Gains and Losses

   Net investment income arose from the following sources for the years ended
   December 31:



                                                              2000        1999        1998
                                                            ---------   ---------   ----------
                                                                     (In Thousands)

                                                                           
      Fixed maturities                                      $  43,972   $  39,538   $   39,478
      Policy loans                                              8,053       7,641        7,350
      Short-term investments & cash equivalents                 5,126       2,516        3,502
      Other                                                     1,300          60         (842)
                                                            ---------   ---------   ----------
      Gross investment income                                  58,451      49,755       49,488
      Less investment expenses                                 (3,927)     (2,155)      (2,456)
                                                            ---------   ---------   ----------
      Net investment income                                 $  54,524   $  47,600   $   47,032
                                                            =========   =========   ==========





                                      B-10




   Notes to Financial Statements

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

   3.  INVESTMENTS (continued)

   Realized investment (losses) gains, net, including charges for other than
   temporary reductions in value, for the years ended December 31, were from the
   following sources:

                                                    2000      1999       1998
                                                 ---------  ---------  --------
                                                         (In Thousands)

      Fixed maturities                           $ (4,324)  $ (4,616)  $  6,360
      Derivatives                                   2,924       (412)     2,076
      Other                                           355         15         10
                                                 --------   --------   --------

      Realized investment (losses) gains, net    $ (1,045)  $ (5,013)  $  8,446
                                                 ========   ========   ========

   Securities Pledged to Creditors

   The Company pledges investment securities it owns to unaffiliated parties
   through certain transactions including securities lending, securities sold
   under agreements to repurchase, and futures contracts. At December 31, 2000,
   the carrying value of fixed maturities available for sale pledged to third
   parties as reported in the Statements of Financial Position are $57.3
   million.





                                      B-11


   Notes to Financial Statements

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

   3.  INVESTMENTS (continued)

   Net Unrealized Investment (Losses) Gains

   Net unrealized investment (losses) gains on fixed maturities available for
   sale are included in the Statements of Financial Position as a component of
   "Accumulated other comprehensive income". Changes in these amounts include
   adjustments to exclude from "Other comprehensive income (loss)" those items
   that are included as part of "net income" for a period that also had been
   part of "Other comprehensive income (loss)" in earlier periods. The amounts
   for the years ended December 31, net of tax, are as follows:



                                                                                                        Accumulated other
                                                                                                          comprehensive
                                                                                                           income (loss)
                                                                Deferred                    Deferred      related to net
                                                Unrealized       policy    Policyholders'  income tax       unrealized
                                              gains (losses)  acquisition     Account      (liability)      investment
                                              on investments     costs        Balances       benefit      gains (losses)
                                              --------------  -----------  --------------  -----------  ------------------
                                                                                              
  Balance, December 31, 1997                    $   7,252      $ (3,379)     $    849       $ (1,766)        $  2,956
     Net investment gains on investments
       arising during the period                    4,966                                     (1,662)           3,304

     Reclassification adjustment for
       (losses) included in net income             (6,985)                                     2,338           (4,647)

     Impact of net unrealized investment
       (losses) on deferred policy
       acquisition costs                                           (166)                          58             (108)

     Impact of net unrealized investment
       gains on policyholders' account balances                                   138            (50)              88
                                                ---------      --------      --------       --------         --------
  Balance, December 31, 1998                    $   5,233      $ (3,545)     $    987       $ (1,082)        $  1,593
     Net investment (losses) on investments
       arising during the period                  (28,794)                                    10,366          (18,428)

     Reclassification adjustment for gains
       included in net income                       4,610                                     (1,660)           2,950

     Impact of net unrealized investment
       gains on deferred policy acquisition
       costs                                                     14,681                       (5,285)           9,396

     Impact of net unrealized investment
       (losses) on policyholders' account
       balances                                                                (2,499)           900           (1,599)
                                                ---------      --------      --------       --------         --------
  Balance, December 31, 1999                    $ (18,951)     $ 11,136      $ (1,512)      $  3,239         $ (6,088)

     Net investment gains (losses) on
       investments arising during the period       12,620                                     (4,454)           8,166

     Reclassification adjustment for gains
       included in net income                       4,324                                     (1,526)           2,798

     Impact of net unrealized investment
       (losses) on deferred policy acquisition
       costs                                                    (10,161)                       3,658           (6,503)

     Impact of net unrealized investment
       gains on policyholders' account
       balances                                                                 1,350           (486)             864
                                                ---------      --------      --------       --------         --------
  Balance, December 31, 2000                    $  (2,007)     $    975      $   (162)      $    431         $   (763)
                                                =========      ========      ========       ========         ========


                                      B-12



   Notes to Financial Statements
   -----------------------------------------------------------------------------

   4.  DEFERRED POLICY ACQUISITION COSTS

   The balance of and changes in deferred policy acquisition costs for the year
   ended December 31, are as follows:

                                                        2000            1999
                                                     ---------       ----------
                                                           (In Thousands)

       Balance, beginning of year                    $ 129,184       $ 113,923
       Capitalization of commissions, sales
         and issue expenses                             10,638          13,439
       Amortization                                    (13,008)        (12,859)
       Change in unrealized investment losses          (10,161)         14,681
                                                     ---------       ---------

       Balance, end of year                          $ 116,653       $ 129,184
                                                     =========       =========

   5.  POLICYHOLDERS' LIABILITIES

   Future policy benefits and other policyholder liabilities at December 31 are
   as follows:


                                                      2000                1999
                                                    --------            --------
                                                          (In Thousands)

        Life insurance                              $103,557            $100,686
        Annuities                                      4,661               4,064
                                                    --------            --------
                                                    $108,218            $104,750
                                                    ========            ========

   Life insurance liabilities include reserves for death benefits. Annuity
   liabilities include reserves for annuities that are in payout status.

   The following table highlights the key assumptions generally utilized in
   calculating these reserves:



             Product                       Mortality                     Interest Rate           Estimation Method
      ------------------       --------------------------------       -----------------      --------------------------

                                                                                           
      Life insurance           Generally rates                          2.5% to 7.5%         Net level premium based
      variable and             guaranteed in calculating                                     on non-forfeiture
      interest-sensitive       cash surrender values                                         interest rate

      Life insurance  -        Best estimate plus a provision                6.75%           Net level premium plus a
      term insurance           for adverse deviation                                         provision for adverse
                                                                                             deviation.

      Individual               Mortality table varies based on         6.25% to 8.75%        Present value of
      annuities                the issue year of the contract.                               expected future
                               Current table (for 1998 & later                               payment based on
                               issues) is the Annuity 2000                                   historical experience
                               Mortality Table with certain
                               modifications


    Policyholders' account balances at December 31, are as follows:

                                                          2000            1999
                                                        --------        --------
                                                              (In Thousands)

          Interest-sensitive life contracts             $332,761        $323,798
          Individual annuities                           101,681          92,694
                                                        --------        --------
                                                        $434,442        $416,492
                                                        ========        ========

                                      B-13




   Notes to Financial Statements

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

   5.  POLICYHOLDERS' LIABILITIES (continued)

   Policyholders' account balances for interest-sensitive life and individual
   annuities are equal to policy account values plus unearned premiums. The
   policy account values represent an accumulation of gross premium payments
   plus credited interest less withdrawals, expenses, mortality charges.

   Certain contract provisions that determine the policyholder account balances
   are as follows:



              Product                           Interest Rate         Withdrawal / Surrender Charges
      ---------------------------------         -------------         -------------------------------

                                                                             
      Interest sensitive life contracts         4.0% to 6.5%          Various up to 10 years


      Individual annuities                      3.0% to 6.0%          0% to 7% for up to 7 years



   6.  REINSURANCE

   The Company participates in reinsurance with Prudential and other companies,
   in order to provide greater diversification of business, provide additional
   capacity for future growth and limit the maximum net loss potential arising
   from large risks. Reinsurance ceded arrangements do not discharge the Company
   or the insurance subsidiaries as the primary insurer. Ceded balances would
   represent a liability of the Company in the event the reinsurers were unable
   to meet their obligations to the Company under the terms of the reinsurance
   agreements. The likelihood of a material reinsurance liability reassumed by
   the Company is considered to be remote.

   Reinsurance amounts included in the Statement of Operations and Comprehensive
   Income for the year ended December 31 are below.

                                                     2000       1999       1998
                                                    ------     ------     ------
                                                            (In Thousands)

      Reinsurance premiums ceded - affiliated       $ (19)     $ (17)     $ (28)
      Reinsurance premiums ceded - unaffiliated     $(445)     $   0      $   0

      Policyholders' benefits ceded                 $ 110      $   0      $   0

   Reinsurance recoverables, included in "Other assets" in the Company's
   Statements of Financial Position, at December 31 were as follows:

                                                    2000            1999
                                                   -----            ----
                                                      (In Thousands)

            Life insurance - affiliated            $ 369           $  16
                                                   =====           =====


                                      B-14




   Notes to Financial Statements

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

   7.  INCOME TAXES

   The components of income taxes for the years ended December 31, are as
   follows:

                                              2000          1999          1998
                                            --------      --------      --------
                                                       (In Thousands)
         Current tax expense (benefit):
            U.S                             $ 15,365      $  6,769      $ 14,786
            State and local                     --             178           523
                                            --------      --------      --------
          Total                               15,365         6,947        15,309
                                            --------      --------      --------


         Deferred tax expense (benefit):
            U.S                               (3,211)          (54)        2,198
            State and local                      545            (2)           63
                                            --------      --------      --------
            Total                             (2,666)          (56)        2,261
                                            --------      --------      --------

          Total income tax expense          $ 12,699      $  6,891      $ 17,570
                                            ========      ========      ========

   The income tax expense for the years ended December 31, differs from the
   amount computed by applying the expected federal income tax rate of 35% to
   income from operations before income taxes for the following reasons:

                                               2000         1999         1998
                                             --------     --------     --------
                                                       (In Thousands)

       Expected federal income tax expense   $ 12,699     $  6,891     $ 17,288
       State and local income taxes               354          115          381
       Dividends received deduction              (843)        (878)        (500)
       Other                                      489          763          401
                                             --------     --------     --------
       Total income tax expense              $ 12,699     $  6,891     $ 17,570
                                             ========     ========     ========

   Deferred tax assets and liabilities at December 31, resulted from the items
   listed in the following table:

                                                            2000          1999
                                                           -------       -------
                                                                 (In Thousands)
          Deferred tax assets
             Insurance reserves                            $16,515       $ 9,711
             Net unrealized losses on securities               723         6,823

             Other                                           1,530         2,083
                                                           -------       -------
             Deferred tax assets                           $18,768       $18,617
                                                           -------       -------

          Deferred tax liabilities
             Deferred acquisition costs                     35,437        37,174
             Net investment gains                             --            --
             Other                                           3,601           879
                                                           -------       -------
             Deferred tax liabilities                       39,038        38,053
                                                           -------       -------

          Net deferred tax liability                       $20,270       $19,436
                                                           =======       =======

   Management believes that based on its historical pattern of taxable income,
   the Company and its subsidiaries will produce sufficient income in the future
   to realize its deferred tax assets after valuation allowance. Adjustments to
   the valuation allowance will be made if there is a change in management's
   assessment of the amount of the deferred tax asset that is realizable. At
   December 31, 2000 and 1999, respectively, the Company and its subsidiaries
   had no federal or state operating loss carryforwards for tax purposes.


                                      B-15




   Notes to Financial Statements

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

   7.  INCOME TAXES (continued)

   The Internal Revenue Service (the "Service") has completed all examinations
   of the consolidated federal income tax returns through 1995. The Service has
   begun their examination of the 1996 year.

   8.  STATUTORY NET INCOME AND SURPLUS

   Accounting practices used to prepare statutory financial statements for
   regulatory purposes differ in certain instances from GAAP. The following
   table reconciles the Company's statutory net income and surplus determined in
   accordance with accounting practices prescribed or permitted by the New
   Jersey Department of Banking and Insurance, to net income and equity
   determined using GAAP:



                                                                                       2000               1999               1998
                                                                                     --------           --------           --------
                                                                                                     (In Thousands)
                                                                                                                    
              Statutory net income                                                   $ 21,268           $ 20,221           $ 18,704

              Adjustments to reconcile to net income on a GAAP basis:
              Amortization and capitalization of deferred
                acquisition costs                                                      (2,370)               580             12,464
              Deferred premium                                                            252               (314)               534
              Insurance revenues and expenses                                           1,409                983               (808)
              Income taxes                                                              4,633               (139)            (2,973)
              Valuation of investments                                                    280             (3,199)             5,896
              Amortization of IMR                                                        (986)            (2,089)            (2,102)
              Asset management fees                                                    (1,638)            (2,050)              --
              Other, net                                                                  736             (1,196)               108
                                                                                     --------           --------           --------
              GAAP net income                                                        $ 23,584           $ 12,797           $ 31,823
                                                                                     ========           ========           ========


                                                                                              2000                     1999
                                                                                           ---------                ---------
                                                                                                     (In Thousands)
              Statutory surplus                                                            $ 294,313                $ 274,437

              Adjustments to reconcile to equity on a GAAP basis:
              Valuation of investments                                                         9,232                   (9,644)
              Deferred acquisition costs                                                     116,653                  129,184
              Deferred premium                                                                  (907)                  (1,159)
              Insurance liabilities                                                          (19,274)                 (23,889)
              Income Taxes                                                                   (17,034)                 (17,977)
              Asset management fees                                                             --                     (2,050)
              Other, net                                                                         584                    2,067
                                                                                           ---------                ---------
              GAAP stockholder's equity                                                    $ 383,567                $ 350,969
                                                                                           =========                =========


      The New York State Insurance Department ("Department") recognizes only
      statutory accounting for determining and reporting the financial condition
      of an insurance company, for determining its solvency under the New York
      Insurance Law and for determining whether its financial condition warrants
      the payment of a dividend to its policyholders. No consideration is given
      by the Department to financial statements prepared in accordance with GAAP
      in making such determinations.

      In March 1998, the NAIC adopted the Codification of Statutory Accounting
      Principles guidance ("Codification"), which replaces the current
      Accounting Practices and Procedures manual as the NAIC's primary guidance
      on statutory accounting as of January 1, 2001. The Codification provides
      guidance for areas where statutory accounting has been silent and changes
      current statutory accounting in certain areas. The Company has adopted the
      Codification guidance effective January 1, 2001, and has estimated the
      potential effect of the Codification guidance to have a favorable impact
      of at least $10 million on the Company's surplus position, primarily as a
      result of the recognition of deferred tax assets.


                                      B-16



   Notes to Financial Statements

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

   9.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   The estimated fair values presented below have been determined using
   available market information and by applying valuation methodologies.
   Considerable judgment is applied in interpreting data to develop the
   estimates of fair value Estimates fair values may not be realized in a
   current market exchange. The use of different market assumptions and/or
   estimation methodologies could have a material effect on the estimated fair
   values. The following methods and assumptions were used in calculating the
   estimated fair values (for all other financial instruments presented in the
   table, the carrying value approximates estimated fair value).

   Fixed maturities
   Estimated fair values for fixed maturities, other than private placement
   securities, are based on quoted market prices or estimates from independent
   pricing services. Generally, fair values for private placement securities are
   estimated using a discounted cash flow model which considers the current
   market spreads between the U.S. Treasury yield curve and corporate bond yield
   curve, adjusted for the type of issue, its current credit quality and its
   remaining average life. The estimated fair value of certain non-performing
   private placement securities is based on amounts estimated by management.

   Policy loans
   The estimated fair value of policy loans is calculated using a discounted
   cash flow model based upon current U.S. Treasury rates and historical loan
   repayment patterns.

   Investment contracts
   For individual deferred annuities and other deposit liabilities, fair value
   approximates carrying value.

   Derivative financial instruments
   See note 10 for disclosure of fair value on these instruments.

   The following table discloses the carrying amounts and estimated fair values
   of the Company's financial instruments at December 31:



                                                                         2000                                      1999
                                                              ------------------------------         -------------------------------
                                                               Carrying           Estimated            Carrying           Estimated
                                                                 Value            Fair Value             Value            Fair Value
                                                              ----------          ----------          ----------          ----------
                                                                                           (In Thousands)
                                                                                                              
             Financial Assets:
                Fixed maturities:
                    Available for sale                        $  612,851          $  612,851          $  585,271          $  585,271
                    Held to maturity                               7,470               7,259               7,470               6,938
                Policy loans                                     152,111             156,786             143,815             136,990
                Short-term investments                            28,759              28,759                --                  --
                Cash and cash equivalents                         65,237              65,237              27,590              27,590
                Separate Accounts assets                       1,805,584           1,805,584           1,827,484           1,827,484

             Financial Liabilities:
                Investment contracts                          $  102,255          $  102,255          $   93,158          $   93,158
                Cash collateral for loaned
                  securities                                      48,309              48,309              17,900              17,900
                Securities sold under agreements
                  to repurchase                                    9,754               9,754                --                  --

                Separate Accounts liabilities                  1,805,584           1,805,584           1,827,484           1,827,484




                                      B-17



   Notes to Financial Statements

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

   10.  DERIVATIVE AND OFF-BALANCE SHEET CREDIT-RELATED INSTRUMENTS

   Futures

   The Company uses exchange-traded Treasury futures and options to reduce
   market risk from changes in interest rates, and to manage the duration of
   assets and the duration of liabilities supported by those assets. In
   exchange-traded futures transactions, the Company agrees to purchase or sell
   a specified number of contracts, the value of which are determined by the
   value of designated classes of Treasury securities, and to post variation
   margin on a daily basis in an amount equal to the difference in the daily
   market values of those contracts The Company enters into exchange-traded
   futures and options with regulated futures commissions merchants who are
   members of a trading exchange. The fair value of futures and options is based
   on market quotes.

   Treasury futures move substantially in value as interest rates change and can
   be used to either modify or hedge existing interest rate risk. This strategy
   protects against the risk that cash flow requirements may necessitate
   liquidation of investments at unfavorable prices resulting from increases in
   interest rates. This strategy can be a more cost effective way of temporarily
   reducing the Company's exposure to a market decline than selling fixed income
   securities and purchasing a similar portfolio when such a decline is believed
   to be over.

   If futures meet hedge accounting criteria, changes in their fair value are
   deferred and recognized as an adjustment to the carrying value of the hedged
   item. Deferred gains or losses from the hedges for interest-bearing financial
   instruments are amortized as a yield adjustment over the remaining lives of
   the hedged item. Futures that do not qualify as hedges are carried at fair
   value with changes in value reported in current period earnings. The notional
   and fair value of futures contracts was $3.6 million and $.1 million at
   December 31, 2000, respectively. The notional and fair value of futures
   contracts was $46.4 million and $(.6) million at December 31, 1999,
   respectively.

   Credit Risk

   The current credit exposure of the Company's derivative contracts is limited
   to the fair value at the reporting date. Credit risk is managed by entering
   into transactions with creditworthy counterparties and obtaining collateral
   where appropriate and customary. The Company also attempts to minimize its
   exposure to credit risk through the use of various credit monitoring
   techniques. All of the net credit exposure for the Company from derivative
   contracts is with investment-grade counterparties. As of December 31, 2000,
   100% of the notional consisted of interest rate derivatives.

   11.  CONTINGENCIES AND LITIGATION

   Prudential and the Company are subject to legal and regulatory actions in the
   ordinary course of our businesses, including class actions. Pending legal and
   regulatory actions include proceedings relating to aspects of our businesses
   and operations that are specific to the Company and Prudential and that are
   typical of the businesses in which the Company and Prudential operate. Some
   of these proceedings have been brought on behalf of various alleged classes
   of complainants. In certain of these matters, the plaintiffs are seeking
   large and/or indeterminate amounts, including punitive or exemplary damages.




   Beginning in 1995, regulatory authorities and customers brought significant
   regulatory actions and civil litigation against the Company and Prudential
   involving individual life insurance sales practices. In 1996, Prudential, on
   behalf of itself and many of its life insurance subsidiaries including the
   Company 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. While
   the approval of the class action settlement is now final, Prudential and the
   Company remain subject to oversight and review by insurance regulators and
   other regulatory authorities with respect to its sales practices and the
   conduct of the remediation program. The U.S. District Court has also retained
   jurisdiction as to all matters relating to the administration, consummation,
   enforcement and interpretation of the settlements.

   As of December 31, 2000, Prudential and/or the Company remained a party to
   approximately 61 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. In
   addition, there were 48 sales practices actions pending that were filed by
   policyholders who were members of the class and who failed to "opt out" of
   the class action settlement. Prudential and the Company believe that those
   actions are governed by the class settlement release and expect them to be
   enjoined and/or dismissed. Additional suits may be filed by class members who
   "opted out" of the class settlements or who failed to "opt out" but
   nevertheless seek to proceed against Prudential and/or the Company. A number
   of the plaintiffs in these cases seek large and/or indeterminate amounts,

                                      B-18




   Notes to Financial Statements

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

   11.  CONTINGENCIES AND LITIGATION (continued)

   including punitive or exemplary damages. Some of these actions are brought on
   behalf of multiple plaintiffs. It is possible that substantial punitive
   damages might be awarded in any of these actions and particularly in an
   action involving multiple plaintiffs.

   Prudential has indemnified the Company 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.

   The balance of the Company's litigation is subject to many uncertainties, and
   given the complexity and scope, the outcomes cannot be predicted. It is
   possible that the results of operations or the cash flow of the Company in a
   particular quarterly or annual period could be materially effected by an
   ultimate unfavorable resolution of pending litigation and regulatory matters.
   Management believes, however, that the ultimate outcome of all pending
   litigation and regulatory matters, should not have a material adverse effect
   on the Company's financial position.

   12.  DIVIDENDS

   The Company is subject to New Jersey law which requires any shareholder
   dividend or distribution must be filed with the New Jersey Commissioner of
   Insurance. Cash dividends may only be paid out of earned surplus derived from
   realized net profits.

   13.  RELATED PARTY TRANSACTIONS

   The Company has extensive transactions and relationships with Prudential and
   other affiliates. It is possible that the terms of these transactions are not
   the same as those that would result from transactions among wholly unrelated
   parties.

   Expense Charges and Allocations
   All of the Company's expenses are allocations or charges from Prudential or
   other affiliates. These expenses can be grouped into the following
   categories: general and administrative expenses, retail distribution expenses
   and asset management fees.

   The Company's general and administrative expenses are charged to the Company
   using allocation methodologies based on business processes. Management
   believes that the methodology is reasonable and reflects costs incurred by
   Prudential to process transactions on behalf of the Company. Prudential and
   the Company operate under service and lease agreements whereby services of
   officers and employees, supplies, use of equipment and office space are
   provided by Prudential.

   The Company is allocated estimated distribution expenses from Prudential's
   retail agency network for both its domestic life and annuity products. The
   Company has capitalized the majority of these distribution expenses as
   deferred policy acquisition costs. Beginning April 1, 2000, Prudential and
   the Company agreed to revise the estimate of allocated distribution expenses
   to reflect a market based pricing arrangement.

   In accordance with a profit sharing agreement with Prudential, the Company
   receives fee income from policyholder account balances invested in the
   Prudential Series Funds ("PSF"). These revenues are recorded as "Asset
   management fees" in the Consolidated Statements of Operations and
   Comprehensive Income. The Company is charged an asset management fee by
   Prudential Global Asset Management ("PGAM") and Jennison Associates LLC
   ("Jennison") for managing the PSF portfolio. These expenses are a component
   of general, administrative and other expenses.

   On September 29, 2000, the Board of Directors for the Prudential Series Fund,
   Inc. ("PSFI") adopted resolutions to terminate the existing management
   agreement between PSFI and Prudential, and has appointed another subsidiary
   of Prudential as the fund manager for PSF. The change was approved by the
   shareholders of the PSFI during early 2001 and effective January 1,2001, the
   Company will no longer receives fees associated with the PSF. In addition,
   the Company will no longer incur the asset management expense from PGAM and
   Jennison associated with the PSF.

   Corporate Owned Life Insurance
   The Company has sold a Corporate Owned Life Insurance ("COLI") policy to
   Prudential. The cash surrender value included in Separate Accounts was $182.4
   million and $199.0 million at December 31, 2000 and December 31, 1999,
   respectively.


                                      B-19


   Notes to Financial Statements

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

   13.  RELATED PARTY TRANSACTIONS (continued)

   Reinsurance

   The Company currently has a reinsurance agreement in place with Prudential
   ("the reinsurer"). The reinsurance agreement is a yearly renewable term
   agreement in which the Company may offer and the reinsurer may accept
   reinsurance on any life in excess of the Company's maximum limit of
   retention. The Company is not relieved of its primary obligation to the
   policyholder as a result of these reinsurance transactions. These agreements
   had no material effect on net income for the years ended December 31, 2000,
   1999, and 1998.

   Debt Agreements
   In July 1998, the Company established a revolving line of credit facility
   with Prudential Funding LLC, a wholly-owned subsidiary of Prudential. There
   is no outstanding debt relating to this credit facility as of December 31,
   2000.


                                      B-20



                       Report of Independent Accountants



   To the Board of Directors and Stockholder of
   Pruco Life Insurance Company of New Jersey

   In our opinion, the accompanying statements of financial position and the
   related statements of operations and comprehensive income, of changes in
   stockholder's equity and of cash flows present fairly, in all material
   respects, the financial position of Pruco Life Insurance Company of New
   Jersey (an indirect, wholly-owned subsidiary of the Prudential Insurance
   Company of America) at December 31, 2000 and 1999, and the results of its
   operations and its cash flows for each of the three years in the period ended
   December 31, 2000, in conformity with accounting principles generally
   accepted in the United States of America. These financial statements are the
   responsibility of the Company's management; our responsibility is to express
   an opinion on these financial statements based on our audits. We conducted
   our audits of these statements in accordance with auditing standards
   generally accepted in the United States of America, which require that we
   plan and perform the audit to obtain reasonable assurance about whether the
   financial statements are free of material misstatement. An audit includes
   examining, on a test basis, evidence supporting the amounts and disclosures
   in the financial statements, assessing the accounting principles used and
   significant estimates made by management, and evaluating the overall
   financial statement presentation. We believe that our audits provide a
   reasonable basis for our opinion.


   PricewaterhouseCoopers LLP
   New York, New York
   March 13, 2001


                                      B-21







PRUSELECT(SM) III
Variable Life
Insurance


[GRAPHIC] Prudential


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


CVUL - 3NJ Ed. 5/2001






                                     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  of New  Jersey  ("Pruco  Life  of New  Jersey")
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 of New Jersey.

                   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.


New Jersey, being the state of organization of Pruco Life of New Jersey, permits
entities  organized under its  jurisdiction to indemnify  directors and officers
with certain  limitations.  The relevant provisions of New Jersey law permitting
indemnification  can be found in  Section  14A:3-5  of the New  Jersey  Statutes
Annotated.  The text of Pruco  Life of New  Jersey's  By-law,  Article  V, which
relates  to  indemnification  of  officers  and  directors,  is filed as Exhibit
1.A.(6)(c) to this registration statement.

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 93 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:

     1.   PricewaterhouseCoopers, LLP
     2.   Clifford E. Kirsch, Esq.
     3.   Nancy D. Davis, FSA, MAAA

The following exhibits:

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

          A.   (1)  (a)  Resolution of Board of Directors of Pruco Life
                         Insurance Company of New Jersey establishing the Pruco
                         Life of New Jersey Variable Appreciable Account. (Note
                         4)
                    (b)  Amendment of Separate Account Resolution. (Note 6)
               (2)  Not Applicable.
               (3)  Distributing Contracts:
                    (a)  Distribution Agreement between Pruco Securities
                         Corporation and Pruco Life Insurance Company of New
                         Jersey. (Note 4)
                    (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 7)
                    (d)  Participation Agreements and Amendments:
                         (i)   (a)  AIM Variable Insurance Funds, Inc. (Note 6)
                               (b)  Amendment to the AIM Variable Insurance
                                    Funds, Inc. Participation Agreement.
                                    (Note 7)
                         (ii)  (a)  American Century Variable Portfolios, Inc.
                                    (Note 6)

                               (b)  Amendment to the American Century Variable
                                    Insurance Funds, Inc. Participation
                                    Agreement. (Note 10)
                         (iii) (a)   Dreyfus Variable Investment Fund. (Note 10)
                               (b)   Amendment to the Dreyfus Variable
                                     Investment Fund Participation Agreement.
                                     (Note 10)
                         (iv)  (a)   Franklin Templeton Variable Insurance
                                     Products Trust. (Note 9)
                               (b)   Amendment to the Franklin Templeton
                                     Variable Insurance Products Trust
                                     Participation Agreement. (Note 10)
                         (v)   (a)   Goldman Sachs Variable Insurance Trust.
                                     (Note 10)
                         (vi)  (a)   INVESCO Variable Investment Funds, Inc.
                                     (Note 10)
                         (vii) (a)   Janus Aspen Series. (Note 10)



                                      II-2


                         (viii)(a)   MFS Variable Insurance Trust. (Note 6)
                               (b)   Amendment to the MFS Variable Insurance
                                     Trust Participation Agreement. (Note 7)

                         (ix)  (a)   Oppenheimer Variable Account Funds.
                                     (Note 10)

                         (x)   (a)   T. Rowe Price International Series, Inc.
                                     (Note 6)
                               (b)   Amendment to the T. Rowe Price
                                     International Series, Inc. Participation
                                     Agreement. (Note 7)
               (4)  Not Applicable.
               (5)  Variable Universal Life Insurance Contract. (Note 6)
               (6)  (a)  Articles of Incorporation of Pruco Life Insurance
                         Company of New Jersey, as amended March 11, 1983. (Note
                         4)
                    (b)  Certificate of Amendment of the Articles of
                         Incorporation of Pruco Life Insurance Company of New
                         Jersey, February 12, 1998. (Note 5)
                    (c)  By-laws of Pruco Life Insurance Company of New Jersey,
                         as amended August 4, 1999. (Note 6)
               (7)  Not Applicable.
               (8)  Not Applicable.
               (9)  Not Applicable.
               (10) (a)  New Jersey Application Form for Variable Universal Life
                         Insurance Contract. (Note 6)
                    (b)  Supplement to the Application for Variable Universal
                         Life Insurance Contract. (Note 6)
               (11) Not Applicable.
               (12) Memorandum describing Pruco Life Insurance Company of New
                    Jersey's issuance, transfer, and redemption procedures for
                    the Contracts pursuant to Rule 6e-3(T)(b)(12)(iii). (Note 6)
               (13) (a)  Rider for Flexible Term Insurance Benefit. (Note 6)
                    (b)  Endorsement for new PS III Contract issued as a result
                         of exchange of insureds. (Note 8)

                    (c)  Endorsement for new PS III Contract issued as a result
                         of exchange of PS I or PS II Contracts. (Note 8)
                    (d)  Endorsement defining Active Investment Option at issue.
                         (Note 10)
                    (e)  Endorsement defining Active Investment Option post
                         issue. (Note 10)


     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 1)

     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 1)

     7.   Powers of Attorney.

          (a)  Ira J. Kleinman, Esther H. Milnes, William J. Eckert, IV, David
               R. Odenath, Jr. I. Edward Price (Note 2)

          (b)  James J. Avery, Jr. (Note 3)

          (c)  Ronald P. Joelson (Note 11)


(Note 1)       Filed herewith.

(Note 2)       Incorporated by reference to Pre-Effective Amendment No. 1,
               Registration No. 333-49334, filed February 8, 2001 on behalf of
               the Pruco Life of New Jersey Variable Appreciable Account.

(Note 3)       Incorporated by reference to Post-Effective Amendment No. 10 to
               Form S-1, Registration No. 33-20018, filed April 9, 1998 on
               behalf of the Pruco Life of New Jersey Variable Contract Real
               Property Account.
(Note 4)       Incorporated by reference to Post-Effective Amendment No. 26 to
               Form S-6, Registration No. 2-89780, filed April 28, 1997 on
               behalf of the Pruco Life of New Jersey Variable Appreciable
               Account.


                                      II-3


(Note 5)       Incorporated by reference to Post-Effective Amendment No. 12 to
               Form S-1, Registration No. 33-20018, filed April 19, 1999 on
               behalf of the Pruco Life of New Jersey Variable Contract Real
               Property Account.
(Note 6)       Incorporated by reference to Registrant's Form S-6, filed August
               13, 1999.
(Note 7)       Incorporated by reference to Pre-Effective Amendment No. 1 to
               this Registration Statement, filed November 3, 1999.
(Note 8)       Incorporated by reference to Post-Effective Amendment No. 1 to
               this Registration Statement, filed April 26, 2000.
(Note 9)       Incorporated by reference to Form S-6, Registration No.
               333-94115, filed January 5, 2000 on behalf of the Pruco Life of
               New Jersey Variable Appreciable Account.

(Note 10)      Incorporated by reference to Post-Effective Amendment No. 2 to
               this Registration Statement, filed October 13, 2000.
(Note 11)      Incorporated by reference to Post-Effective Amendment No. 14 to
               Form S-1, filed April 10, 2001 on behalf of the Pruco Life of New
               Jersey Variable Contract Real Property Account.



                                      II-4


                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Pruco Life of New  Jersey  Variable  Appreciable  Account,  certifies  that this
Amendment  is filed  solely for one or more of the  purposes  specified  in Rule
485(b)(1)  under the Securities Act of 1933 and that no material event requiring
disclosure  in the  prospectus,  other  than one listed in Rule  485(b)(1),  has
occurred since the effective date of the most recent Post-Effective Amendment to
the  Registration  Statement  which  included a  prospectus  and has 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 24th day of April, 2001.


(Seal)              Pruco Life of New Jersey Variable Appreciable Account
                                        (Registrant)

                       By: Pruco Life Insurance Company of New Jersey
                                         (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 24th 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.
Director



/s/*                                             *By: /s/ Thomas C. Castano
- -------------------------------------------           --------------------------
Ronald P. Joelson                                     Thomas C. Castano
Director                                              (Attorney-in-Fact)



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


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


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


                                      II-5


                       Consent of Independent Accountants


We  hereby  consent  to the  use in the  Prospectus  constituting  part  of this
Post-Effective  Amendment  to  the  registration  statement  on  Form  S-6  (the
"Registration  Statement")  of our report dated March 30, 2001,  relating to the
financial  statements of the Pruselect  III Variable Life  Subaccounts  of Pruco
Life  of  New  Jersey  Variable  Appreciable  Account,  which  appears  in  such
Prospectus.

We  also  consent  to the  use in  the  Prospectus  constituting  part  of  this
Registration  Statement  of our report  dated  March 13,  2001,  relating to the
financial  statements  of Pruco  Life  Insurance  Company of New  Jersey,  which
appears in such Prospectus.

We also  consent to the  references  to us under the  heading  "Experts"  in the
Prospectus.



PricewaterhouseCoopers LLP

New York, New York
April 23, 2001


                                      II-6



                                  EXHIBIT INDEX



          Consent of PricewaterhouseCoopers LLP, independent           Page II-6
          accountants.

     3.   Opinion and Consent of Clifford E. Kirsch, Esq., as to       Page II-
          the legality of the securities being registered.

     6.   Opinion and Consent of Nancy D. Davis, FSA, MAAA, as to      Page II-
          actuarial matters pertaining to the securities being
          registered.



                                      II-7