AS FILED WITH THE SEC ON ________. REGISTRATION NO.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------

FORM S-6

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

-----------

PRUCO LIFE
VARIABLE UNIVERSAL ACCOUNT
(Exact Name of Trust)

PRUCO LIFE INSURANCE COMPANY
(Name of Depositor)

PRUCO LIFE INSURANCE COMPANY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(800) 286-7754
(Address and telephone number of principal executive offices)

-----------

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

Copy to:
JEFFREY C. MARTIN
SHEA & GARDNER
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036

-----------

Variable Universal Life Insurance Contracts -- Pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Registrant elects to register an indefinite
amount of securities. (Title and amount of securities being registered, and
proposed maximum aggregate offering price).

Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
dates as the Commission, action pursuant to said Section 8(a), may determine.

This filing is being made pursuant to Rules 6c-3 and 6e-3(T) under the
Investment Company Act of 1940.

Registrant elects to be governed by Rules 6e-3(T)(b)(13)(i)(A) under the
Investment Company Act of 1940 with respect to the Contract described in this
Registration Statement.

CROSS REFERENCE SHEET
(AS REQUIRED BY FORM N-8B-2)

N-8B-2 ITEM NUMBER LOCATION
------------------ --------

1. Cover Page

2. Cover Page

3. Not Applicable

4. Sale of the Contract and Sales
Commissions

5. Pruco Life Variable Universal Account

6. Pruco Life Variable Universal Account

7. Not Applicable

8. Not Applicable

9. Litigation

10. Introduction and Summary; 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;
Charges and Expenses; How a Contract's
Surrender Value Will Vary; How a Type A
(Fixed) Contract's Death Benefit Will
Vary; How a Type B (Variable) Contract's
Death Benefit Will Vary; How a Type C
(Return of Premium) Contract's Death
Benefit Will Vary; Surrender of a
Contract; Withdrawals; Lapse and
Reinstatement; Increases in Basic
Insurance Amount; Decreases in Basic
Insurance Amount; When Proceeds are
Paid; Contract Loans; Other General
Contract Provisions; Voting Rights;
Substitution of Fund Shares

11. Introduction and Summary; Pruco Life
Variable Universal Account

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

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

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

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

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

17. When Proceeds are Paid

N-8B-2 ITEM NUMBER LOCATION
------------------ --------

18. Pruco Life Variable Universal Account

19. Reports to Contract Owners

20. Not Applicable

21. Contract Loans

22. Not Applicable

23. Not Applicable

24. Other General Contract Provisions

25. Pruco Life Insurance Company

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

27. Pruco Life Insurance Company; The Funds

28. Pruco Life Insurance Company; Directors
and Officers

29. Pruco Life Insurance Company

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. Pruco Life Insurance Company

36. Not Applicable

37. Not Applicable

38. Sale of the Contract and Sales
Commissions

39. Sale of the Contract and Sales
Commissions

40. Not Applicable

41. Sale of the Contract and Sales
Commissions

42. Not Applicable

43. Not Applicable

N-8B-2 ITEM NUMBER LOCATION
------------------ --------

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

45. Not Applicable

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

47. Pruco Life Variable Universal Account;
The Funds

48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Not Applicable

52. Substitution of Fund Shares

53. Tax Treatment of Contract Benefits

54. Not Applicable

55. Not Applicable

56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements: Financial
Statements of Pruco Life Variable
Universal Account; Consolidated
Financial Statements of Pruco Life
Insurance Company and Subsidiaries

PART I

INFORMATION REQUIRED IN PROSPECTUS

PRUSELECT(SM) III
Variable Life Insurance

PROSPECTUS

Pruco Life
Variable Universal Account

PRUCO LIFE INSURANCE COMPANY

PROSPECTUS
PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

PRUSELECT(SM) III
VARIABLE LIFE INSURANCE CONTRACTS

This prospectus describes certain individual flexible premium variable universal
life insurance contracts, PRUSELECT(SM) III Variable Life Insurance Contracts
(the "Contract"), issued by Pruco Life Insurance Company ("Pruco Life"), a stock
life insurance company. Pruco Life is a wholly-owned subsidiary of The
Prudential Insurance Company of America. 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 12. 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.

You may choose to invest your Contract's premiums and its earnings in the
following ways:

o Invest in one or more of 15 available subaccounts of the Pruco Life
Variable Universal Account, each of which invests in a corresponding
portfolio of the Funds indicated below:

THE PRUDENTIAL SERIES FUND, INC. (THE "SERIES FUND")

Money Market High Yield Bond Equity
Diversified Bond Stock Index Prudential Jennison
Conservative Balanced Equity Income Global
Flexible Managed

AIM VARIABLE INSURANCE FUNDS, INC. AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
AIM V.I. Value Fund American Century VP Value Fund

JANUS ASPEN SERIES MFS(R) VARIABLE INSURANCE TRUST(SM)
Growth Portfolio Emerging Growth Series

T. ROWE PRICE INTERNATIONAL SERIES, INC.
International Stock Portfolio

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

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

PRUCO LIFE INSURANCE COMPANY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 286-7754

PRUSELECT is a service mark of Prudential.

PROSPECTUS CONTENTS
PAGE
----
DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS.......................1

INTRODUCTION AND SUMMARY...................................................2
BRIEF DESCRIPTION OF THE CONTRACT.......................................2
CHARGES.................................................................2
TYPES OF DEATH BENEFIT..................................................4
LIFE INSURANCE DEFINITIONAL TESTS.......................................4
PREMIUM PAYMENTS........................................................5
REFUND..................................................................5

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY,
THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT, AND
THE VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT.............6
PRUCO LIFE INSURANCE COMPANY............................................6
THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT...............................6
THE FUNDS...............................................................7
WHICH INVESTMENT OPTION SHOULD BE SELECTED?.............................9

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS.......................9
REQUIREMENTS FOR ISSUANCE OF A CONTRACT.................................9
SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK"...........................10
TYPES OF DEATH BENEFIT.................................................10
CHANGING THE TYPE OF DEATH BENEFIT.....................................11
RIDERS.................................................................12
PREMIUMS...............................................................13
ALLOCATION OF PREMIUMS.................................................13
TRANSFERS..............................................................14
DOLLAR COST AVERAGING..................................................14
AUTO-REBALANCING.......................................................14
CHARGES AND EXPENSES...................................................15
HOW A CONTRACT'S SURRENDER VALUE WILL VARY.............................17
HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY................18
HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY.............19
HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY....20
SURRENDER OF A CONTRACT................................................21
WITHDRAWALS............................................................21
LAPSE AND REINSTATEMENT................................................21
INCREASES IN BASIC INSURANCE AMOUNT....................................22
DECREASES IN BASIC INSURANCE AMOUNT....................................23
WHEN PROCEEDS ARE PAID.................................................23
ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND
ACCUMULATED PREMIUMS..................................................24
CONTRACT LOANS.........................................................26
SALE OF THE CONTRACT AND SALES COMMISSIONS.............................26
TAX TREATMENT OF CONTRACT BENEFITS.....................................27
LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS....29
EXCHANGE RIGHT AVAILABLE IN SOME STATES................................29
OTHER GENERAL CONTRACT PROVISIONS......................................29
VOTING RIGHTS..........................................................30
SUBSTITUTION OF FUND SHARES............................................30
REPORTS TO CONTRACT OWNERS.............................................31
STATE REGULATION.......................................................31
EXPERTS................................................................31
LITIGATION.............................................................31
YEAR 2000 COMPLIANCE...................................................31
ADDITIONAL INFORMATION.................................................33

PAGE
----
FINANCIAL STATEMENTS...................................................33

DIRECTORS AND OFFICERS....................................................34

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

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

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS

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.

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
we have charged that is not yet due and that we have not yet added to the loan.

CONTRACT FUND -- The total amount credited to a specific Contract. On any date
it is equal to the sum of the amounts in all the subaccounts and the principal
amount of any Contract debt.

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 22.

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 22.

DEATH BENEFIT -- The amount we will pay upon the death of the insured before
reduction by any Contract debt and amounts needed to pay charges through the
date of death.

FACE AMOUNT -- The same as the "basic insurance amount." If the Contract is
issued with a Target Term Rider, the "basic insurance amount" plus the rider
coverage amount equals the total "face amount."

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

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

NET CASH VALUE -- The Contract Fund minus any Contract debt.

PRUCO LIFE INSURANCE COMPANY -- Us, we, Pruco Life. The company offering the
Contract.

THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT (THE "ACCOUNT") -- A separate account
of Pruco Life registered as a unit investment trust under the Investment Company
Act of 1940.

SEGMENT ALLOCATION AMOUNT -- The amount used to determine the charge for sales
expenses. See CHARGES AND EXPENSES, page 15.

SUBACCOUNT -- An investment division of the Account, the assets of which are
invested in the shares of the corresponding portfolio of the Funds.

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 15.

VALUATION PERIOD -- The period of time from one determination of the value of
the amount invested in a subaccount to the next. Such determinations are made
when the net asset values of the portfolios of the Funds are calculated, which
is generally at 4:15 p.m. Eastern time on each day during which the New York
Stock Exchange is open.

US, WE -- Pruco Life Insurance Company.

YOU -- The owner of the Contract.

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

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. THE CONTRACT, INCLUDING THE APPLICATION ATTACHED
TO IT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND PRUCO LIFE AND YOU
SHOULD RETAIN THESE DOCUMENTS.

As you read this prospectus you should keep in mind that this is a life
insurance contract. VARIABLE LIFE INSURANCE has significant investment aspects
and requires you to make investment decisions, and therefore it is also a
"security." Securities that are offered to the public must be registered with
the Securities and Exchange Commission. The prospectus that is a part of the
registration statement must be given to all prospective purchasers.

BRIEF DESCRIPTION OF THE CONTRACT

The Contract is an individual flexible premium variable universal life insurance
contract that is offered by Pruco Life Insurance Company. 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 12. The Contracts are available on
a multiple life basis where the insureds share a common employment or business
relationship. The Contracts may be owned individually or by a corporation,
trust, association or similar entity. The Contract owner will have all rights
and privileges under the Contract. The Contracts may be used for such purposes
as funding non-qualified executive deferred compensation or salary continuation
plans, retiree medical benefits, or other purposes.

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

You may invest premiums in one or more of the 15 available subaccounts. 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 subaccounts you select, 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 9.

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 are largely designed to cover insurance costs
and risks, as well as sales and administrative expenses. The maximum charges
shown in the chart, as well as the current lower charges, are fully described
under CHARGES AND EXPENSES, page 15.

2
- --------------------------------------------------------------------------------

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

----------------------------------------
PREMIUM PAYMENT
----------------------------------------

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

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

- --------------------------------------------------------------------------------
INVESTED PREMIUM AMOUNT

To be invested in one or a combination of 15 investment portfolios of the Funds.
- --------------------------------------------------------------------------------
CONTRACT FUND

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

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

PRUCO LIFE ADJUSTS THE CONTRACT FUND FOR:

o Addition of any new invested premium amounts.

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

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 24.)

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

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.

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

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

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 amounts (see
RIDERS, page 12).

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

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

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 benefit, 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 TYPE OF DEATH BENEFIT, page 10.

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 27.

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

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. The
Contract will remain in force if the Contract Fund is greater than zero and more
than any Contract debt. See PREMIUMS, page 12 and LAPSE AND REINSTATEMENT, page
21.

We offer and suggest regular billing of premiums even though you decide when to
make premium payments and, subject to a $25 minimum, in what amounts. You should
discuss your billing options with your Pruco Life representative when you apply
for the Contract. See PREMIUMS, page 12.

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 10.

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.

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

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

PRUCO LIFE INSURANCE COMPANY

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

Pruco Life is a wholly-owned subsidiary of Prudential, a mutual insurance
company founded in 1875 under the laws of the State of New Jersey. Prudential is
currently considering reorganizing itself into a publicly traded stock company
through a process known as "demutualization." On February 10, 1998, the
Company's Board of Directors authorized management to take the preliminary steps
necessary to allow the Company to demutualize. On July 1, 1998, legislation was
enacted in New Jersey that would permit this conversion to occur and that
specified the process for conversion. Demutualization is a complex process
involving development of a plan of reorganization, adoption of a plan by the
Company's Board of Directors, a public hearing, voting by qualified
policyholders and regulatory approval, all of which could take two or more years
to complete. Prudential's management and Board of Directors have not yet
determined to demutualize and it is possible that, after careful review,
Prudential could decide not to go public.

The plan of reorganization, which hasn't been developed and approved, would
provide the criteria for determining eligibility and the methodology for
allocating shares or other consideration to those who would be eligible. Under
New Jersey's demutualization law, a policy would have to be in effect on the
date Prudential's Board of Directors adopted a plan of reorganization in order
to be considered for eligibility. Generally, the amount of shares or other
consideration eligible customers would receive would be based on a number of
factors, including the types, amounts and issue years of their policies. As a
general rule, owners of Prudential-issued insurance policies and annuity
contracts would be eligible, while mutual fund customers and customers of the
Company's subsidiaries, such as the Pruco Life insurance companies, would not
be. It has not yet been determined whether any exceptions to that general rule
will be made with respect to policyholders and contract owners of Prudential's
subsidiaries. This does not constitute a proposal, offer, solicitation or
recommendation regarding any plan of reorganization that may be proposed or a
recommendation regarding the ownership of any stock that could be issued in
connection with any such demutualization.

As of December 31, 1998, Prudential has invested over $442 million in Pruco Life
in connection with Pruco Life's organization and operation. Prudential is under
no obligation to make such contributions and its assets do not back the benefits
payable under the Contract. Pruco Life's consolidated financial statements begin
on page B1 and should be considered only as bearing upon Pruco Life's ability to
meet its obligations under the Contracts.

THE PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT

The Pruco Life Variable Universal Account (the "Account") was established on
April 17, 1989 under Arizona law as a separate investment account. The Account
meets the definition of a "separate account" under the federal securities laws.
The Account holds assets that are segregated from all of Pruco Life's other
assets.

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

The Account is a unit investment trust, which is a type of investment company.
It is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 ("1940 Act"). This does not involve any
supervision by the SEC of the management or investment policies or practices of
the Account. For state law purposes, the Account is treated as a part or
division of Pruco Life.

Currently, you may invest in one or a combination of 15 available subaccounts
within the Account, each of which invests in a single corresponding portfolio of
the Funds. Additional subaccounts may be added in the future. The Account's
financial statements begin on page A1.

THE FUNDS

The following is a list of the Funds, the portfolios' investment objectives and
investment advisers:

THE PRUDENTIAL SERIES FUND, INC. (THE "SERIES FUND"):

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 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 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 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 HIGH YIELD BOND PORTFOLIO: The investment objective is a high total return.
The Portfolio invests primarily in high yield/high risk debt securities.

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 Composite Stock Price Index (the "S&P 500 Index").

o EQUITY INCOME PORTFOLIO: The investment objective is both current income
and capital appreciation. The Portfolio invests primarily in common stocks
and convertible securities that provide good prospects for returns above
those of the S&P 500 Index or the NYSE Composite Index.

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 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 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.

Prudential is the investment adviser for the assets of each of the portfolios of
the Series Fund. Prudential's principal business address is 751 Broad Street,
Newark, New Jersey 07102-3777. Prudential has a Service Agreement with its
wholly-owned subsidiary, The Prudential Investment Corporation ("PIC"). The
Service Agreement provides that, subject to Prudential's supervision, PIC will
furnish investment advisory services in connection with the management of the
Series Fund. In addition, Prudential has entered into a Subadvisory Agreement
with its wholly-owned subsidiary, Jennison Associates LLC ("Jennison"), under
which Jennison furnishes investment advisory services in connection with the
management of the Prudential Jennison Portfolio.

AIM VARIABLE INSURANCE FUNDS, INC.:

o AIM V.I. VALUE FUND. Seeks to achieve long-term growth of capital by
investing primarily in equity securities judged by the fund's investment
adviser to be undervalued relative to the investment adviser's appraisal of
the current or projected earnings of the companies issuing the securities,
or relative to current market values of assets owned by the companies
issuing the securities or relative to the equity market generally. 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 VALUE FUND. Seeks long-term capital growth with income
as 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.

JANUS ASPEN SERIES:

o GROWTH PORTFOLIO. Seeks long-term growth of capital in a manner consistent
with the preservation of capital.

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:

o EMERGING GROWTH SERIES. Seeks to provide long-term growth of capital.
Dividend and interest income from portfolio securities, if any, is
incidental to the Series' investment objective of long-term growth of
capital.

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

T. ROWE PRICE INTERNATIONAL SERIES, INC.:

o INTERNATIONAL STOCK PORTFOLIO. Long-term growth of capital through
investments primarily in common stocks of established, non-U.S. companies.

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

Further information about Fund portfolios can be found in the attached
prospectuses and their statements of additional information for each Fund.

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, see page 15, and
are more fully described in the prospectus for each Fund.

In the future it may become disadvantageous for both variable life insurance and
variable annuity contract separate accounts to invest in the same underlying
mutual funds. Although neither of the companies that invest in the Funds nor the
Funds currently foresee any such disadvantage, the Board of Directors for each
Fund intends to monitor events in order to identify any material conflict
between variable life insurance and variable annuity contract owners and to
determine what action, if any, should be taken. Material conflicts could result
from such things as: (1) changes in state insurance law; (2) changes in federal
income tax law; (3) changes in the investment management of any portfolio of the
Funds; or (4) differences between voting instructions given by variable life
insurance and variable annuity contract owners.

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

A FULL DESCRIPTION OF THE FUNDS, THEIR INVESTMENT OBJECTIVES, MANAGEMENT,
POLICIES, RESTRICTIONS, EXPENSES, INVESTMENT RISKS, AND ALL OTHER ASPECTS OF
THEIR OPERATION IS CONTAINED IN THE ATTACHED PROSPECTUSES FOR EACH FUND AND IN
THE RELATED STATEMENTS OF ADDITIONAL INFORMATION, WHICH SHOULD BE READ IN
CONJUNCTION WITH THIS PROSPECTUS. THERE IS NO ASSURANCE THAT THE INVESTMENT
OBJECTIVES OF THE FUNDS WILL BE MET.

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 Stock Index, Equity Income, Equity, Prudential Jennison,
Global, AIM V.I. Value Fund, American Century VP Value Fund, Janus Growth, MFS
Emerging Growth Series or T. Rowe Price International Stock may be desirable
options if you are willing to accept such volatility in your Contract values.
Each of these equity portfolios 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 Portfolio.
You may want even greater safety of principal and may prefer the Money Market
Portfolio, recognizing that the level of short-term rates may change rather
rapidly. If you are willing to take risks and possibly achieve a higher total
return, you may prefer the High Yield Bond Portfolio, 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 representative from
time to time about the choices available to you under the Contract. Pruco Life
recommends AGAINST frequent transfers among the several options. Experience
generally indicates that "market timing" investing, particularly by
non-professional investors, is likely to prove unsuccessful.

DETAILED INFORMATION FOR
PROSPECTIVE CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

Pruco Life offers the Contract on a fully underwritten, a simplified issue, and
a guaranteed issue basis. Fully underwritten Contracts require individualized
evidence of the insured's insurability and rating class; whereas, simplified
issue Contracts are issued with less than full underwriting. Conversely,
guaranteed issue Contracts are issued with minimal underwriting but may only be
issued in certain circumstances on associated individuals, such as employees of
a company who meet criteria established by Pruco Life.

Pruco Life sets minimum face amounts that it offers. The minimum face amount
offered may depend on whether the Contract is issued on a fully underwritten,
simplified issue or guaranteed issue basis. Currently, the minimum face amount
(basic insurance amount plus any Target Term Rider 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. Pruco
Life may reduce the minimum face amounts of the Contracts it will issue.
Furthermore, the Contract owner may establish a schedule under which the basic
insurance amount increases on designated Contract anniversaries. See INCREASES
IN BASIC INSURANCE AMOUNT, page 22.

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

SHORT-TERM CANCELLATION RIGHT OR "FREE-LOOK"

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

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 18. The payment of
additional premiums and favorable investment results of the subaccounts to which
the assets are allocated will generally increase the cash value. See HOW A
CONTRACT'S CASH VALUE WILL VARY, page 17.

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 CASH VALUE WILL VARY, page 17 and HOW A
TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page 19.

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 CASH VALUE WILL
VARY, page 17 and HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL
VARY, page 20.

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
9. For Type B (variable) and Type C (return of premium) Contracts, withdrawals
will not change the basic insurance amount. See WITHDRAWALS, page 21.

CHANGING THE TYPE OF DEATH BENEFIT

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

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

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

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

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

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

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

The basic insurance amount after a change may not be lower than the minimum
basic insurance amount applicable to the Contract. In addition, the sum of the
basic insurance amount and the Target Term Rider must equal or exceed $100,000.
See REQUIREMENTS FOR ISSUANCE OF A CONTRACT, page 9. 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 15.

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

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

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

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 27.

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

[GRAPHICAL REPRESENTATION OF CHART]

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 15.

2. The current Cost of Insurance (COI) is different for the base policy
and for the rider coverage amount. Cost of Insurance is determined by
multiplying the COI rates by the Contract's "net amount of risk". The
"net amount of risk" is the amount by which the Contract's death
benefit exceeds the Contract Fund. The COI rates for both the base
policy 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 base policy
death benefit for the first ten years, but are greater thereafter.

3. You may increase or decrease both your basic insurance amount and
rider coverage amount in later years subject to the underwriting
requirements determined by Pruco Life. See INCREASES IN BASIS
INSURANCE AMOUNT, page 22 and DECREASES IN BASIS INSURANCE AMOUNT,
page 23. Increasing your basic insurance amount in later years
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 you make under the contract
will be a factor in determining the relative performance of a Contract
with and without a Target Term Rider.

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

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

PREMIUMS

The Contract is a flexible premium contract. The minimum initial premium is due
on or before the Contract date. It is the premium needed to start the Contract.
There is no insurance under the Contract unless the minimum initial premium is
paid. Thereafter, you decide when to make premium payments and, subject to a $25
minimum, in what amounts. We reserve the right to refuse to accept any payment
that increases the death benefit by more than it increases the Contract Fund.
See HOW A TYPE A (FIXED) CONTRACT'S DEATH BENEFIT WILL VARY, page 18, HOW A TYPE
B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page 19 and HOW A TYPE C
(RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY, page 19. 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 27.

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

ALLOCATION OF PREMIUMS

On the Contract date, we deduct the charge for sales expenses and the charge for
taxes attributable to premiums (in Oregon this is called a premium based
administrative charge) from the initial premium. See CHARGES AND EXPENSES, page
15. 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 Subaccount and the first monthly
deductions are made. At the end of the "free-look" period, these funds will be
allocated among the subaccounts according to your desired allocation, as
specified in the application form. See SHORT-TERM CANCELLATION RIGHT OR
"FREE-LOOK", page 10. If the first premium is received before the Contract date,
there will be a period during which the Contract owner's initial premium will
not be invested.

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

TRANSFERS

You may, up to 12 times each Contract year, transfer amounts from one subaccount
to another subaccount without charge. 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 subaccount may be transferred.

Transfers 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 subaccount to
another, or may be in terms of a percentage reallocation among subaccounts. 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 29), depending on the terms of the assignment.

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

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

DOLLAR COST AVERAGING

As an administrative practice, we are currently offering 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 Subaccount into other
subaccounts available under the Contract. You may choose to have periodic
transfers made monthly, quarterly, semi-annually or annually. DCA transfers will
not begin until the end of the "free-look" period. See SHORT-TERM CANCELLATION
RIGHT OR "FREE-LOOK", page 10.

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

AUTO-REBALANCING

As an administrative practice, we are currently offering a feature called
Auto-Rebalancing. This feature allows you to automatically rebalance subaccount
assets at specified intervals based on percentage allocations that you choose.
For example, suppose your initial investment allocation of subaccounts 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 10.

Auto-Rebalancing can be performed on a monthly, 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.

CHARGES AND EXPENSES

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

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

DEDUCTIONS FROM PREMIUM PAYMENTS

(a) We charge up to 7.5% for taxes attributable to premiums (in Oregon this is
called a premium based administrative charge). For these purposes, "taxes
attributable to premiums" shall include any federal, state or local income,
premium, excise, business or any other type of tax (or component thereof)
measured by or based upon the amount of premium received by Pruco Life.
That charge is made up of two parts which currently equal a total of 3.75%
of the premiums received. The first part is a charge for state and local
premium taxes. The current amount for this first part is 2.5% of the
premium. Tax rates vary from jurisdiction to jurisdiction and generally
range from 0.75% to 5%. Pruco Life may collect more for this charge than it
actually pays for state and local premium taxes. The second part is for
federal income taxes measured by premiums, and it is currently equal to
1.25% of premiums. We believe that this charge is a reasonable estimate of
an increase in its federal income taxes resulting from a 1990 change in the
Internal Revenue Code. It is intended to recover this increased tax.

(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
Target Premium (referred to as "segment allocation amount" in your
Contract). Target Premiums vary by the age, sex, 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 the data pages of your
Contract.

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 22.

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 27.

RETURN OF SALES CHARGES

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

DEDUCTIONS FROM PORTFOLIOS

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

The total expenses of each portfolio for the year ended December 31, 1998,
expressed as a percentage of the average assets during the year, are shown
below:

- -------------------------------------------------------------------------------------------------------
INVESTMENT ADVISORY OTHER EXPENSES TOTAL EXPENSES
PORTFOLIO FEE
- -------------------------------------------------------------------------------------------------------

SERIES FUND
MONEY MARKET 0.40% 0.01% 0.41%
DIVERSIFIED BOND 0.40% 0.02% 0.42%
CONSERVATIVE BALANCED 0.55% 0.02% 0.57%
FLEXIBLE MANAGED 0.60% 0.01% 0.61%
HIGH YIELD BOND 0.55% 0.03% 0.58%
STOCK INDEX 0.35% 0.02% 0.37%
EQUITY INCOME 0.40% 0.02% 0.42%
EQUITY 0.45% 0.02% 0.47%
PRUDENTIAL JENNISON 0.60% 0.03% 0.63%
GLOBAL 0.75% 0.11% 0.86%
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. VALUE FUND 0.61% 0.05% 0.66%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
VP VALUE PORTFOLIO (1) 1.00% 0.00% 1.00%
JANUS ASPEN SERIES
GROWTH PORTFOLIO (2) 0.65% 0.03% 0.68%
MFS VARIABLE INSURANCE TRUST
EMERGING GROWTH SERIES 0.75% 0.10% 0.85%
T. ROWE PRICE INTERNATIONAL SERIES, INC.
INTERNATIONAL STOCK PORTFOLIO (3) 1.05% 0.00% 1.05%
- ------------------------------------------------------------------------------------ -------------------

(1) Fees are all-inclusive.

(2) The fees and expenses in the table above are based on gross expenses of the
Portfolio before expense offset arrangements for the fiscal year ended
December 31, 1998. The information for the Portfolio is net of fee waivers
or reductions from Janus Capital. Fee reductions for the Portfolio reduce
the management fee to the level of the corresponding Janus retail fund.
Other waivers, if applicable, are first applied against the management fee
and then against other expenses. Without such waivers or reductions, the
management fee, other expenses and total operating expenses for the
Portfolio would have been 0.72%, 0.03% and 0.75%, respectively. Janus
Capital may modify or terminate the waivers or reductions at any time upon
at least 90 days' notice to the Trustees.

(3) The investment management fee includes the ordinary expenses of operating
the Fund.

THE EXPENSES RELATING TO THE FUNDS (OTHER THAN THOSE OF THE SERIES FUND) HAVE
BEEN PROVIDED TO PRUCO LIFE BY THE FUNDS. PRUCO LIFE HAS NOT INDEPENDENTLY
VERIFIED THEM.

DAILY DEDUCTION FROM THE CONTRACT FUND

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

MONTHLY DEDUCTIONS FROM THE CONTRACT FUND

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

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

For example, a Contract with a basic insurance amount of $100,000 would
currently have a charge equal to $10. The maximum charge for this same
Contract would be $10 plus $5 for a total of $15 per month.

(b) A cost of insurance ("COI") charge is deducted. When an insured dies, the
amount payable to the beneficiary (assuming there is no Contract debt) is
larger than the Contract Fund - significantly larger if the insured dies in
the early years of a Contract. The cost of insurance charges collected from
all Contract owners enables Pruco Life to pay this larger death benefit.
The maximum COI charge is determined by multiplying the "net amount at
risk" under a Contract (the amount by which the Contract's death benefit
exceeds the Contract Fund) by maximum COI rates. The maximum COI rates are
based upon the 1980 Commissioners Standard Ordinary ("CSO") Tables and an
insured's current attained age, sex (except where unisex rates apply),
smoker/non-smoker status, and extra rating class, if any. At most ages,
Pruco Life's current COI rates are lower than the maximum rates. For
additional information, see INCREASES IN BASIC INSURANCE AMOUNT, page 22.

(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.

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.

(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.

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 24 and RETURN OF SALES
CHARGES, page 15. The Contract Fund value changes daily, reflecting: (1)
increases or decreases in the value of the Fund portfolios in which the assets
of the subaccount[s] have been invested; (2) interest credited on any loan; and
(3) the daily asset charge for mortality and expense risks assessed against the
subaccounts. The Contract Fund value also changes to reflect the receipt of
premium payments and the monthly deductions described under CHARGES AND
EXPENSES, page 15. Upon request, Pruco Life will tell you the surrender value of
your Contract. It is possible for the surrender value of a Contract to decline
to zero because of unfavorable investment performance or outstanding Contract
debt.

The tables on pages T1 through T10 of this prospectus illustrate approximately
what the surrender values would be for representative Contracts, assuming
hypothetical uniform investment results in the Fund portfolios. See
ILLUSTRATIONS OF SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS,
page 24.

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 inforce for several years,
depending on how much premium you pay, and/or if investment performance is
reasonably favorable, the Contract Fund may grow to the point where Pruco Life
will increase the death benefit in order to ensure that the Contract will
satisfy the Internal Revenue Code's definition of life insurance.

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

(1) the basic insurance amount; and

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

A listing of attained age factors can be found on the data pages of your
Contract. 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 27, 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.

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 BENEFIT IS
IS AGE FUND IS FACTOR IS ** AGE FACTOR IS
- -------- ------------------ ---------------- ---------------------------- -------------------------

40 $ 25,000 3.57 89,250 $250,000
40 $ 75,000 3.57 267,750 $267,750*
40 $100,000 3.57 357,000 $357,000*
- ---------------------------------------------------------------------------------------------------
60 $ 75,000 1.92 144,000 $250,000
60 $125,000 1.92 240,000 $250,000
60 $150,000 1.92 288,000 $288,000*
- -------- ------------------ ---------------- ---------------------------- -------------------------
80 $150,000 1.26 189,000 $250,000
80 $200,000 1.26 252,000 $252,000*
80 $225,000 1.26 283,500 $283,500*
- ---------------------------------------------------------------------------------------------------

* Note that the death benefit has been increased to comply with the Internal
Revenue Code's definition of life insurance.

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

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

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

HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY

Under a Type B (variable) Contract, while the Contract is inforce, 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
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 the data pages of your Contract. 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 27, 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.

TYPE B (VARIABLE) DEATH BENEFIT
- --------------------------------------------------------------------------------------------------------------------------
IF THEN
- -------------------------------------------- -----------------------------------------------------------------------------
THE CONTRACT FUND
THE AND THE CONTRACT THE ATTAINED AGE MULTIPLIED BY THE ATTAINED
INSURED IS AGE FUND IS FACTOR IS** AGE FACTOR IS AND THE DEATH 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 inforce, 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%; in 1/2% 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 the data pages of your
Contract. 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 27, 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.

TYPE C (RETURN OF PREMIUM) DEATH BENEFIT
----------------------------------------------------------- ----------------------------------------------------------------
IF THEN
----------------------------------------------------- ----------------------------------------------------------------------
THE AND THE PREMIUMS PAID LESS THE CONTRACT FUND
INSURED AND THE CONTRACT ANY WITHDRAWALS WITH THE ATTAINED AGE MULTIPLIED BY THE
IS AGE FUND IS INTEREST EQUALS FACTOR IS** ATTAINED AGE FACTOR IS AND THE DEATH 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 net cash value while the insured is
living. To surrender a Contract, we may require you to deliver or mail the
Contract with a written request in a form that meets Pruco Life's needs, to a
Home Office. The surrender value of a surrendered Contract will be determined as
of the end of the valuation period in which such a request is received in a Home
Office. If the Contract is fully surrendered within the first four Contract
years, you may be entitled to a return of sales charges. See CHARGES AND
EXPENSES, page 15. Surrender of a Contract may have tax consequences.
See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

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. Withdrawal of the net cash value may have
tax consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

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 9. 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 27. Before making any withdrawal which causes a decrease in basic
insurance amount, you should consult with your tax adviser and your Pruco Life
representative.

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

Withdrawal of the cash value increases the risk that the Contract Fund may be
insufficient to provide Contract benefits. If such a withdrawal is followed by
unfavorable investment experience, the Contract may go into default.

LAPSE AND REINSTATEMENT

Pruco Life will determine the value of the Contract Fund on each Monthly date.
If the Contract Fund is zero or less, the Contract is in default. If the
Contract debt ever grows to be equal to or more than the Contract Fund, the
Contract will be in default. Should this happen, Pruco Life will send you a
notice of default setting forth the payment which we estimate will keep the
Contract inforce 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 27.

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, you may increase the amount of insurance by increasing
the basic insurance amount of the Contract. We will allow up to 98 increases
during the life of the Contract. The following conditions must be met: (1) you
must ask for the change in a form that meets Pruco Life's needs; (2) the amount
of the increase must be at least equal to the minimum increase in basic
insurance amount shown under CONTRACT LIMITATIONS in the data pages of the
Contract; (3) you must prove to us that the insured is insurable for any
increase; (4) the Contract must not be in default; and (5) if we ask you to do
so, you must send us the Contract to be endorsed.

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

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

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

(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;

(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 15.

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 18, HOW A TYPE B (VARIABLE) CONTRACT'S DEATH BENEFIT WILL VARY, page
19 and HOW A TYPE C (RETURN OF PREMIUM) CONTRACT'S DEATH BENEFIT WILL VARY, page
20.

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 10. 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 27.
Therefore, before increasing the basic insurance amount, you should consult with
your tax adviser and your Pruco Life representative.

DECREASES IN BASIC INSURANCE AMOUNT

As explained earlier, you may make a withdrawal. See WITHDRAWALS, page 21. 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 the data pages of your Contract. 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 the data pages of your
Contract. 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 15.
If we ask you to, you must send us your Contract to be endorsed. The Contract
will be amended to show the new basic insurance amount, charges, values in the
appropriate tables and the effective date of the decrease.

We may decline a reduction if we determine it would cause the Contract to fail
to qualify as "life insurance" for purposes of Section 7702 of the Internal
Revenue Code. See TAX TREATMENT OF CONTRACT BENEFITS, page 27. 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 27.
Before requesting any decrease in basic insurance amount, you should consult
with your tax adviser and your Pruco Life representative.

WHEN PROCEEDS ARE PAID

Pruco Life will generally pay any death benefit, cash value, loan proceeds or
withdrawal within seven days after all the documents required for such a payment
are received at a Home Office. Other than the death benefit, which is determined
as of the date of death, the amount will be determined as of the end of the
valuation period in which the necessary documents are received at a Home Office.
However, Pruco Life may delay payment of proceeds from the subaccount[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 15
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 27 and TYPES OF DEATH BENEFIT, page 10. 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 15. 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 27 and
TYPES OF DEATH BENEFIT, page 10. 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 15.

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 27 and TYPES OF DEATH BENEFIT, page 10. 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 15.

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 27 and TYPES OF DEATH BENEFIT, page 10. 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 15.

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 27 and TYPES OF DEATH
BENEFIT, page 10. 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 15.

Finally, there are four 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 three assumptions are that investment performance will be at a uniform
gross annual rate of 4%, 8% 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%, 4%, 8% 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 four columns show the death benefit payable
in each of the years shown for the four different assumed investment returns.
The last four columns show the surrender value payable in each of the years
shown for the four 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 15 portfolios of 0.64%, and the
daily deduction from the Contract Fund of 0.20% per year for the tables based on
current charges and 0.5% per year for the tables based on maximum charges. Thus,
assuming current charges, gross returns of 0%, 4%, 8% and 12% are the equivalent
of net returns of -0.84%, 3.16%, 7.16% and 11.16%, respectively. Assuming
maximum charges, gross returns of 0%, 4%, 8% and 12% are the equivalent of net
returns of -1.14%, 2.86%, 6.86% and 10.86%, respectively. The actual fees and
expenses of the portfolios associated with a particular Contract may be more or
less than 0.64% and will depend on which subaccounts 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
representative. Reviews are an excellent way to monitor the performance of the
policy against your expectations and to identify adjustments that may be
necessary.

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

ILLUSTRATIONS
-------------

PRUSELECT III VARIABLE 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 (-0.84% Net) (5.16% Net) (11.16% Net) (-0.84% Net) (5.16% Net) (11.16% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------

1 $ 56,919 $1,000,000 $1,000,000 $ 1,000,000 $ 48,483 $ 51,197 $ 53,910
2 $ 116,115 $1,000,000 $1,000,000 $ 1,000,000 $ 95,154 $ 103,370 $ 111,914
3 $ 177,679 $1,000,000 $1,000,000 $ 1,000,000 $137,682 $ 154,274 $ 172,219
4 $ 241,705 $1,000,000 $1,000,000 $ 1,000,000 $179,763 $ 207,734 $ 239,208
5 $ 308,293 $1,000,000 $1,000,000 $ 1,000,000 $214,014 $ 256,507 $ 306,267
6 $ 377,544 $1,000,000 $1,000,000 $ 1,003,751 $255,225 $ 315,532 $ 389,051
7 $ 449,565 $1,000,000 $1,000,000 $ 1,201,896 $296,007 $ 377,585 $ 480,759
8 $ 467,547 $1,000,000 $1,000,000 $ 1,292,874 $291,337 $ 395,092 $ 532,047
9 $ 486,249 $1,000,000 $1,000,000 $ 1,383,477 $286,474 $ 413,367 $ 588,713
10 $ 505,699 $1,000,000 $1,000,000 $ 1,484,991 $281,409 $ 432,459 $ 651,312
15 $ 615,260 $1,000,000 $1,071,214 $ 2,130,891 $251,845 $ 541,017 $ 1,076,207
20 (Age 65) $ 748,558 $1,000,000 $1,164,409 $ 3,058,594 $210,928 $ 673,069 $ 1,767,973
25 $ 910,735 $1,000,000 $1,286,999 $ 4,463,920 $156,236 $ 835,714 $ 2,898,649
30 $1,108,049 $1,000,000 $1,434,385 $ 6,569,066 $ 68,741 $1,031,932 $ 4,725,947
35 $1,348,111 $ 0(2) $1,615,068 $ 9,765,705 $ 0(2) $1,261,772 $ 7,629,457
40 $1,640,183 $ 0 $1,835,817 $14,655,228 $ 0 $1,529,847 $12,212,690
45 $1,995,533 $ 0 $2,096,742 $22,097,161 $ 0 $1,839,247 $19,383,474

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

(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%, and
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 or
the Series Fund that these hypothetical rates of return can be achieved for any
one year or sustained over any period of time.

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 (-1.14% Net) (4.86% Net) (10.86% Net) (-1.14% Net) (4.86% Net) (10.86% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------

1 $ 56,919 $1,000,000 $1,000,000 $ 1,000,000 $ 42,042 $ 44,461 $ 46,882
2 $ 116,115 $1,000,000 $1,000,000 $ 1,000,000 $ 83,525 $ 90,767 $ 98,305
3 $ 177,679 $1,000,000 $1,000,000 $ 1,000,000 $120,352 $134,915 $ 150,684
4 $ 241,705 $1,000,000 $1,000,000 $ 1,000,000 $156,629 $181,116 $ 208,704
5 $ 308,293 $1,000,000 $1,000,000 $ 1,000,000 $184,149 $221,277 $ 264,812
6 $ 377,544 $1,000,000 $1,000,000 $ 1,000,000 $219,323 $271,929 $ 336,158
7 $ 449,565 $1,000,000 $1,000,000 $ 1,038,310 $253,928 $324,989 $ 415,324
8 $ 467,547 $1,000,000 $1,000,000 $ 1,107,268 $245,762 $335,843 $ 455,666
9 $ 486,249 $1,000,000 $1,000,000 $ 1,174,597 $237,173 $346,876 $ 499,829
10 $ 505,699 $1,000,000 $1,000,000 $ 1,249,718 $228,098 $358,065 $ 548,122
15 $ 615,260 $1,000,000 $1,000,000 $ 1,712,552 $172,942 $415,573 $ 864,925
20 (Age 65) $ 748,558 $1,000,000 $1,000,000 $ 2,336,628 $ 90,452 $471,897 $1,350,652
25 $ 910,735 $ 0(2) $1,000,000 $ 3,201,319 $ 0(2) $517,437 $2,078,778
30 $1,108,049 $ 0 $1,000,000 $ 4,379,173 $ 0 $532,776 $3,150,484
35 $1,348,111 $ 0 $1,000,000 $ 5,997,667 $ 0 $465,369 $4,685,677
40 $1,640,183 $ 0 $1,000,000 $ 8,248,146 $ 0 $148,192 $6,873,455
45 $1,995,533 $ 0 $ 0(2) $11,378,593 $ 0 $ 0(2) $9,981,222

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

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 6%, the Contract would go into default in policy
year 42, unless an additional premium payment was made. Based on a gross
return of 0%, the Contract would go into default in policy year 24, unless
an additional premium payment was made.

PRUSELECT III VARIABLE 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

1 $ 56,919 $1,000,000 $1,000,000 $ 1,000,000 $ 51,562 $ 54,651 $ 57,741
2 $ 116,115 $1,000,000 $1,000,000 $ 1,000,000 $101,390 $ 110,752 $ 120,486
3 $ 177,679 $1,000,000 $1,000,000 $ 1,000,000 $150,157 $ 169,080 $ 189,544
4 $ 241,705 $1,000,000 $1,000,000 $ 1,000,000 $198,425 $ 230,345 $ 266,254
5 $ 308,293 $1,000,000 $1,000,000 $ 1,000,000 $245,081 $ 293,589 $ 350,377
6 $ 377,544 $1,000,000 $1,000,000 $ 1,147,997 $292,387 $ 361,246 $ 444,960
7 $ 449,565 $1,000,000 $1,080,607 $ 1,373,982 $339,222 $ 432,243 $ 549,593
8 $ 467,547 $1,000,000 $1,099,624 $ 1,478,030 $334,368 $ 452,520 $ 608,243
9 $ 486,249 $1,000,000 $1,113,122 $ 1,581,651 $329,354 $ 473,669 $ 673,043
10 $ 505,699 $1,000,000 $1,130,248 $ 1,697,748 $324,170 $ 495,723 $ 744,626
15 $ 615,260 $1,000,000 $1,228,472 $ 2,436,409 $291,699 $ 620,440 $ 1,230,509
20 (Age 65) $ 748,558 $1,000,000 $1,335,518 $ 3,497,315 $245,586 $ 771,976 $ 2,021,569
25 $ 910,735 $1,000,000 $1,476,275 $ 5,104,392 $182,058 $ 958,620 $ 3,314,540
30 $1,108,049 $1,000,000 $1,645,473 $ 7,511,734 $ 76,656 $1,183,794 $ 5,404,125
35 $1,348,111 $ 0(2) $1,852,871 $11,167,235 $ 0(2) $1,447,556 $ 8,724,403
40 $1,640,183 $ 0 $2,106,240 $16,758,614 $ 0 $1,755,200 $13,965,511
45 $1,995,533 $ 0 $2,405,711 $25,268,771 $ 0 $2,110,273 $22,165,589

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

(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.

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 (-1.14% Net) (4.86% Net) (10.86% Net) (-1.14% Net) (4.86% Net) (10.86% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------

1 $ 56,919 $1,000,000 $1,000,000 $ 1,000,000 $ 45,525 $ 48,371 $ 51,218
2 $ 116,115 $1,000,000 $1,000,000 $ 1,000,000 $ 90,440 $ 98,979 $ 107,866
3 $ 177,679 $1,000,000 $1,000,000 $ 1,000,000 $134,190 $ 151,389 $ 170,007
4 $ 241,705 $1,000,000 $1,000,000 $ 1,000,000 $177,348 $ 206,299 $ 238,905
5 $ 308,293 $1,000,000 $1,000,000 $ 1,000,000 $218,793 $ 262,725 $ 314,222
6 $ 377,544 $1,000,000 $1,000,000 $ 1,029,644 $260,782 $ 323,077 $ 399,087
7 $ 449,565 $1,000,000 $1,000,000 $ 1,231,001 $302,183 $ 386,390 $ 492,400
8 $ 467,547 $1,000,000 $1,000,000 $ 1,313,097 $293,761 $ 400,624 $ 540,369
9 $ 486,249 $1,000,000 $1,000,000 $ 1,393,272 $284,947 $ 415,266 $ 592,882
10 $ 505,699 $1,000,000 $1,000,000 $ 1,482,698 $275,681 $ 430,316 $ 650,306
15 $ 615,260 $1,000,000 $1,013,492 $ 2,033,504 $220,190 $ 511,864 $ 1,027,022
20 (Age 65) $ 748,558 $1,000,000 $1,043,508 $ 2,776,008 $138,897 $ 603,184 $ 1,604,629
25 $ 910,735 $1,000,000 $1,078,803 $ 3,804,597 $ 4,483 $ 700,522 $ 2,470,517
30 $1,108,049 $ 0(2) $1,113,542 $ 5,205,578 $ 0(2) $ 801,109 $ 3,745,020
35 $1,348,111 $ 0 $1,150,897 $ 7,130,562 $ 0 $ 899,138 $ 5,570,752
40 $1,640,183 $ 0 $1,194,559 $ 9,807,119 $ 0 $ 995,465 $ 8,172,599
45 $1,995,533 $ 0 $1,243,945 $13,530,182 $ 0 $1,091,180 $11,868,581

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

(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.

PRUSELECT III VARIABLE LIFE INSURANCE CONTRACT
GUIDELINE 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(3) (-0.84% Net) (5.16% Net) (11.16% Net) (-0.84% Net) (5.16% Net) (11.16% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------

1 $ 56,919 $1,000,000 $1,000,000 $ 1,000,000 $ 48,483 $ 51,197 $ 53,910
2 $ 116,115 $1,000,000 $1,000,000 $ 1,000,000 $ 95,154 $103,370 $ 111,914
3 $ 177,679 $1,000,000 $1,000,000 $ 1,000,000 $137,682 $154,274 $ 172,219
4 $ 241,705 $1,000,000 $1,000,000 $ 1,000,000 $179,763 $207,734 $ 239,208
5 $ 255,646 $1,000,000 $1,000,000 $ 1,000,000 $172,385 $212,359 $ 259,601
6 $ 265,872 $1,000,000 $1,000,000 $ 1,000,000 $168,828 $221,252 $ 286,585
7 $ 276,507 $1,000,000 $1,000,000 $ 1,000,000 $165,077 $230,421 $ 316,462
8 $ 287,567 $1,000,000 $1,000,000 $ 1,000,000 $161,123 $239,877 $ 349,572
9 $ 299,070 $1,000,000 $1,000,000 $ 1,000,000 $156,932 $249,610 $ 386,277
10 $ 311,032 $1,000,000 $1,000,000 $ 1,000,000 $152,495 $259,634 $ 427,011
15 $ 378,419 $1,000,000 $1,000,000 $ 1,000,000 $125,225 $313,804 $ 709,979
20 (Age 65) $ 460,404 $1,000,000 $1,000,000 $ 1,454,011 $ 84,602 $373,512 $ 1,191,812
25 $ 560,152 $1,000,000 $1,000,000 $ 2,322,243 $ 28,029 $441,561 $ 2,001,933
30 $ 681,510 $ 0(2) $1,000,000 $ 3,600,556 $ 0(2) $513,012 $ 3,365,005
35 $ 829,162 $ 0 $1,000,000 $ 5,951,349 $ 0 $577,792 $ 5,667,951
40 $1,008,802 $ 0 $1,000,000 $ 9,976,365 $ 0 $625,256 $ 9,501,300
45 $1,227,362 $ 0 $1,000,000(2) $16,592,333 $ 0 $624,317(2) $15,802,222

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

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 6%, the Contract would go into default in policy
year 54, unless an additional premium payment was made. Based on a gross
return of 0%, 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.

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(3) (-1.14% Net) (4.86% Net) (10.86% Net) (-1.14% Net) (4.86% Net) (10.86% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------

1 $ 56,919 $1,000,000 $1,000,000 $1,000,000 $ 42,042 $ 44,461 $ 46,882
2 $ 116,115 $1,000,000 $1,000,000 $1,000,000 $ 83,525 $ 90,767 $ 98,305
3 $ 177,679 $1,000,000 $1,000,000 $1,000,000 $120,352 $134,915 $ 150,684
4 $ 241,705 $1,000,000 $1,000,000 $1,000,000 $156,629 $181,116 $ 208,704
5 $ 255,646 $1,000,000 $1,000,000 $1,000,000 $145,181 $179,943 $ 221,114
6 $ 265,872 $1,000,000 $1,000,000 $1,000,000 $138,453 $183,659 $ 240,201
7 $ 276,507 $1,000,000 $1,000,000 $1,000,000 $131,364 $187,182 $ 261,097
8 $ 287,567 $1,000,000 $1,000,000 $1,000,000 $123,849 $190,449 $ 283,978
9 $ 299,070 $1,000,000 $1,000,000 $1,000,000 $115,832 $193,381 $ 309,037
10 $ 311,032 $1,000,000 $1,000,000 $1,000,000 $107,244 $195,908 $ 336,512
15 $ 378,419 $1,000,000 $1,000,000 $1,000,000 $ 52,947 $199,407 $ 521,353
20 (Age 65) $ 460,404 $ 0(2) $1,000,000 $1,015,673 $ 0(2) $174,339 $ 832,518
25 $ 560,152 $ 0 $1,000,000 $1,573,520 $ 0 $ 84,903 $1,356,482
30 $ 681,510 $ 0 $ 0(2) $2,369,493 $ 0 $ 0(2) $2,214,480
35 $ 829,162 $ 0 $ 0 $3,820,857 $ 0 $ 0 $3,638,912
40 $1,008,802 $ 0 $ 0 $6,218,175 $ 0 $ 0 $5,922,071
45 $1,227,362 $ 0 $ 0 $9,971,753 $ 0 $ 0 $9,496,907

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

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 6%, the Contract would go into default in policy
year 28, unless an additional premium payment was made. Based on a gross
return of 0%, the Contract would go into default in policy year 19, 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.

PRUSELECT III VARIABLE 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

1 $ 56,919 $1,044,789 $1,047,503 $ 1,050,216 $ 48,483 $ 51,197 $ 53,910
2 $ 116,115 $1,087,625 $1,095,828 $ 1,104,358 $ 95,014 $103,217 $ 111,747
3 $ 177,679 $1,129,923 $1,146,463 $ 1,164,352 $137,311 $153,852 $ 171,741
4 $ 241,705 $1,171,667 $1,199,507 $ 1,230,831 $179,056 $206,895 $ 238,220
5 $ 308,293 $1,212,843 $1,255,062 $ 1,304,498 $212,843 $255,062 $ 304,498
6 $ 377,544 $1,253,445 $1,313,250 $ 1,386,144 $253,445 $313,250 $ 386,144
7 $ 449,565 $1,293,449 $1,374,174 $ 1,476,627 $293,449 $374,174 $ 476,627
8 $ 467,547 $1,287,940 $1,390,340 $ 1,526,582 $287,940 $390,340 $ 526,582
9 $ 486,249 $1,282,170 $1,407,023 $ 1,581,785 $282,170 $407,023 $ 581,785
10 $ 505,699 $1,276,132 $1,424,240 $ 1,642,812 $276,132 $424,240 $ 642,812
15 $ 615,260 $1,240,481 $1,517,697 $ 2,096,714 $240,481 $517,697 $ 1,058,946
20 (Age 65) $ 748,558 $1,191,025 $1,620,344 $ 3,009,434 $191,025 $620,344 $ 1,739,557
25 $ 910,735 $1,126,927 $1,732,923 $ 4,392,153 $126,927 $732,923 $ 2,852,048
30 $1,108,049 $1,030,374 $1,837,937 $ 6,463,437 $ 30,374 $837,937 $ 4,649,955
35 $1,348,111 $ 0(2) $1,897,334 $ 9,608,659 $ 0(2) $897,334 $ 7,506,764
40 $1,640,183 $ 0 $1,856,842 $14,419,537 $ 0 $856,842 $12,016,281
45 $1,995,533 $ 0 $1,614,159(2) $21,741,771 $ 0 $614,159(2) $19,071,729

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

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 6%, the Contract would go into default in policy
year 51, unless an additional premium payment was made. Based on a gross
return of 0%, the Contract would go into default in policy year 32, unless
an additional premium payment was made.

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 (-1.14% Net) (4.86% Net) (10.86% Net) (-1.14% Net) (4.86% Net) (10.86% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------

1 $ 56,919 $1,037,800 $1,040,210 $ 1,042,623 $ 41,904 $ 44,315 $ 46,728
2 $ 116,115 $1,074,892 $1,082,089 $ 1,089,580 $ 83,101 $ 90,298 $ 97,790
3 $ 177,679 $1,111,264 $1,125,697 $ 1,141,322 $119,473 $133,906 $ 149,531
4 $ 241,705 $1,146,895 $1,171,087 $ 1,198,335 $155,105 $179,297 $ 206,545
5 $ 308,293 $1,181,765 $1,218,316 $ 1,261,162 $181,765 $218,316 $ 261,162
6 $ 377,544 $1,215,831 $1,267,422 $ 1,330,381 $215,831 $267,422 $ 330,381
7 $ 449,565 $1,249,045 $1,318,436 $ 1,406,623 $249,045 $318,436 $ 406,623
8 $ 467,547 $1,239,413 $1,326,899 $ 1,443,555 $239,413 $326,899 $ 443,555
9 $ 486,249 $1,229,277 $1,335,141 $ 1,483,847 $229,277 $335,141 $ 483,847
10 $ 505,699 $1,218,574 $1,343,079 $ 1,527,788 $218,574 $343,079 $ 527,788
15 $ 615,260 $1,154,197 $1,374,853 $ 1,814,671 $154,197 $374,853 $ 814,671
20 (Age 65) $ 748,558 $1,062,224 $1,379,373 $ 2,254,175 $ 62,224 $379,373 $1,254,175
25 $ 910,735 $ 0(2) $1,324,163 $ 2,957,206 $ 0(2) $324,163 $1,920,263
30 $1,108,049 $ 0 $1,153,072 $ 4,043,686 $ 0 $153,072 $2,909,127
35 $1,348,111 $ 0 $ 0(2) $ 5,537,753 $ 0 $ 0(2) $4,326,370
40 $1,640,183 $ 0 $ 0 $ 7,615,256 $ 0 $ 0 $6,346,047
45 $1,995,533 $ 0 $ 0 $10,505,118 $ 0 $ 0 $9,215,016

- ----------

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 6%, the Contract would go into default in policy
year 33, unless an additional premium payment was made. Based on a gross
return of 0%, the Contract would go into default in policy year 23, unless
an additional premium payment was made.

PRUSELECT III VARIABLE 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

1 $ 56,919 $1,058,014 $1,058,014 $ 1,058,014 $ 48,483 $ 51,197 $ 53,910
2 $ 116,115 $1,119,508 $1,119,508 $ 1,119,508 $ 94,971 $103,181 $ 111,719
3 $ 177,679 $1,184,693 $1,184,693 $ 1,184,693 $137,186 $153,750 $ 171,668
4 $ 241,705 $1,253,788 $1,253,788 $ 1,253,788 $178,789 $206,686 $ 238,083
5 $ 308,293 $1,327,029 $1,327,029 $ 1,327,029 $212,357 $254,690 $ 304,280
6 $ 377,544 $1,404,665 $1,404,665 $ 1,404,665 $252,634 $312,644 $ 385,833
7 $ 449,565 $1,486,958 $1,486,958 $ 1,486,958 $292,175 $373,244 $ 476,224
8 $ 467,547 $1,516,176 $1,516,176 $ 1,516,176 $286,060 $389,000 $ 526,128
9 $ 486,249 $1,547,146 $1,547,146 $ 1,547,146 $279,507 $405,167 $ 581,351
10 $ 505,699 $1,579,975 $1,579,975 $ 1,579,975 $272,475 $421,740 $ 642,506
15 $ 615,260 $1,776,138 $1,776,138 $ 2,100,333 $226,786 $508,772 $ 1,060,774
20 (Age 65) $ 748,558 $2,038,647 $2,038,647 $ 3,014,713 $149,804 $593,128 $ 1,742,609
25 $ 910,735 $2,389,944 $2,389,944 $ 4,399,860 $ 24,905 $660,913 $ 2,857,052
30 $1,108,049 $ 0(2) $2,860,059 $ 6,474,781 $ 0(2) $645,653 $ 4,658,116
35 $1,348,111 $ 0 $3,489,179 $ 9,625,524 $ 0 $355,487 $ 7,519,940
40 $1,640,183 $ 0 $ 0(2) $14,444,848 $ 0 $ 0(2) $12,037,373
45 $1,995,533 $ 0 $ 0 $21,779,936 $ 0 $ 0 $19,105,207

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

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 6%, the Contract would go into default in policy
year 38, unless an additional premium payment was made. Based on a gross
return of 0%, the Contract would go into default in policy year 26, unless
an additional premium payment was made.

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 (-1.14% Net) (4.86% Net) (10.86% Net) (-1.14% Net) (4.86% Net) (10.86% Net)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------

1 $ 56,919 $1,058,014 $1,058,014 $ 1,058,014 $ 41,850 $ 44,262 $ 46,678
2 $ 116,115 $1,119,508 $1,119,508 $ 1,119,508 $ 82,906 $ 90,115 $ 97,621
3 $ 177,679 $1,184,693 $1,184,693 $ 1,184,693 $119,022 $133,491 $ 149,161
4 $ 241,705 $1,253,788 $1,253,788 $ 1,253,788 $154,243 $178,517 $ 205,876
5 $ 308,293 $1,327,029 $1,327,029 $ 1,327,029 $180,294 $217,005 $ 260,082
6 $ 377,544 $1,404,665 $1,404,665 $ 1,404,665 $213,495 $265,365 $ 328,762
7 $ 449,565 $1,486,958 $1,486,958 $ 1,486,958 $245,510 $315,359 $ 404,321
8 $ 467,547 $1,516,176 $1,516,176 $ 1,516,176 $234,337 $322,533 $ 440,487
9 $ 486,249 $1,547,146 $1,547,146 $ 1,547,146 $222,240 $329,147 $ 479,931
10 $ 505,699 $1,579,975 $1,579,975 $ 1,579,975 $209,064 $335,040 $ 522,953
15 $ 615,260 $1,776,138 $1,776,138 $ 1,776,138 $120,122 $346,058 $ 805,225
20 (Age 65) $ 748,558 $ 0(2) $2,038,647 $ 2,159,800 $ 0(2) $289,658 $1,248,440
25 $ 910,735 $ 0 $2,389,944 $ 2,958,528 $ 0 $ 54,663 $1,921,122
30 $1,108,049 $ 0 $ 0(2) $ 4,046,582 $ 0 $ 0(2) $2,911,210
35 $1,348,111 $ 0 $ 0 $ 5,541,723 $ 0 $ 0 $4,329,471
40 $1,640,183 $ 0 $ 0 $ 7,620,718 $ 0 $ 0 $6,350,599
45 $1,995,533 $ 0 $ 0 $10,512,657 $ 0 $ 0 $9,221,629

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

(1) Assumes no Contract loan has been made.

(2) Based on a gross return of 6%, the Contract would go into default in policy
year 26, unless an additional premium payment was made. Based on a gross
return of 0%, the Contract would go into default in policy year 20, unless
an additional premium payment was made.

T10

CONTRACT LOANS

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

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

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

The Contract debt is the amount of all outstanding loans plus any interest
accrued but not yet due. If at any time the Contract debt equals or exceeds the
Contract Fund, the Contract will go into default. See LAPSE AND REINSTATEMENT,
page 21. If the Contract debt equals or exceeds the Contract Fund and you fail
to keep the Contract inforce, the amount of unpaid Contract debt will be treated
as a distribution which may be taxable. See TAX TREATMENT OF CONTRACT BENEFITS,
page 27.

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 subaccount 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 from Modified Endowment Contracts may be treated for tax purposes as
distributions of income. See TAX TREATMENT OF CONTRACT BENEFITS, page 27.

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

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

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.

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 basic insurance amount 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 the data
pages of your Contract.

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

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

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

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

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

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

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

CONTRACTS NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS

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

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

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

MODIFIED ENDOWMENT CONTRACTS

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

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

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

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

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

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

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

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

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

EXCHANGE RIGHT AVAILABLE IN SOME STATES

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

OTHER GENERAL CONTRACT PROVISIONS

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

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

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

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

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

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

VOTING RIGHTS

As described earlier, all of the assets held in the subaccounts will be invested
in shares of the corresponding portfolios of the Funds. Pruco Life is the legal
owner of those shares and as such has the right to vote on any matter voted on
at shareholders meetings of the Funds. However, Pruco Life will, as required by
law, vote the shares of the Funds in accordance with voting instructions
received from Contract owners at any regular and special shareholders meetings.
A Fund may not hold annual shareholders meetings when not required to do so
under the laws of the state of its incorporation or the Investment Company Act
of 1940. Fund shares for which no timely instructions from Contract owners are
received, and any shares attributable to general account investments of Pruco
Life will be voted in the same proportion as shares in the respective portfolios
for which instructions are received. Should the applicable federal securities
laws or regulations, or their current interpretation, change so as to permit
Pruco Life to vote shares of the Funds in its own right, it may elect to do so.

Matters on which Contract owners may give voting instructions include the
following: (1) election of the Board of Directors of the Series Fund; (2)
ratification of the independent accountant of the Series Fund; (3) approval of
the investment advisory agreement for a portfolio of the Series Fund
corresponding to the Contract owner's selected subaccount[s]; (4) any change in
the fundamental investment policy of a portfolio corresponding to the Contract
owner's selected subaccount[s]; and (5) any other matter requiring a vote of the
shareholders of the Series Fund. With respect to approval of the investment
advisory agreement or any change in a portfolio's fundamental investment policy,
Contract owners participating in such portfolios will vote separately on the
matter, pursuant to the requirements of Rule 18f-2 under the Investment Company
Act of 1940.

The number of Fund shares for which a Contract owner may give instructions is
determined by dividing the portion of the value of the Contract derived from
participation in a subaccount, by the value of one share in the corresponding
portfolio of the applicable Fund. The number of votes for which each Contract
owner may give Pruco Life instructions will be determined as of the record date
chosen by the Board of Directors of the applicable Fund. Pruco Life will furnish
Contract owners with proper forms and proxies to enable them to give these
instructions. Pruco Life reserves the right to modify the manner in which the
weight to be given voting instructions is calculated where such a change is
necessary to comply with current federal regulations or interpretations of those
regulations.

Pruco Life may, if required by state insurance regulations, disregard voting
instructions if they would require shares to be voted so as to cause a change in
the sub-classification or investment objectives of one or more of a Fund's
portfolios, or to approve or disapprove an investment advisory contract for a
Fund. In addition, Pruco Life itself may disregard voting instructions that
would require changes in the investment policy or investment adviser of one or
more of a Fund's portfolios, provided that Pruco Life reasonably disapproves
such changes in accordance with applicable federal regulations. If Pruco Life
does disregard voting instructions, it will advise Contract owners of that
action and its reasons for such action in the next annual or semi-annual report
to Contract owners.

SUBSTITUTION OF FUND SHARES

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

REPORTS TO CONTRACT OWNERS

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

STATE REGULATION

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

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

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

EXPERTS

The consolidated financial statements of Pruco Life and Subsidiaries as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 and the financial statements of the Account as of December 31,
1998 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

Several actions have been brought against Pruco Life alleging that Pruco Life
and its agents engaged in improper life insurance sales practices. Prudential
has agreed to indemnify Pruco Life for losses, if any, resulting from such
litigation. No other significant litigation is being brought against Pruco Life
that would have a material effect on its financial position.

YEAR 2000 COMPLIANCE

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

In addition, the operations of the mutual funds associated with the
PruSelect(SM) III life insurance Contract could experience problems resulting
from the Year 2000 issue. Please refer to the mutual fund prospectus for
information regarding their approach to Year 2000 concerns.

To address this potential problem Prudential, as the parent company of Pruco
Life, has organized its Year 2000 efforts around the following three areas:

o Business Applications - Computer programs directly used to support our
business.

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

o Business Partners - Year 2000 readiness of essential business partners.

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

Infrastructure. As with business applications, we have established a specific
methodology and process for addressing infrastructure issues. The infrastructure
effort includes mainframe computer system hardware and operating system
software, mid-range systems and servers, telecommunications equipment and
systems, buildings and facilities systems, personal computers and vendor
hardware and software. With the exception of personal computers, which are
scheduled for completion in the third quarter of 1999, infrastructure systems
are substantially complete.

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

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

THE COST OF YEAR 2000 READINESS

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

YEAR 2000 RISKS AND CONTINGENCY PLANNING

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

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

ADDITIONAL INFORMATION

Pruco Life has filed a registration statement with the SEC under the Securities
Act of 1933, relating to the offering described in this prospectus. This
prospectus does not include all the information set forth in the registration
statement. Certain portions have been omitted pursuant to the rules and
regulations of the SEC. The omitted information may, however, be obtained from
the SEC's principal office in Washington, D.C., upon payment of a prescribed
fee.

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

FINANCIAL STATEMENTS

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

DIRECTORS AND OFFICERS

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

DIRECTORS OF PRUCO LIFE

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

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

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

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

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

KIYOFUMI SAKAGUCHI, DIRECTOR. -- President, Prudential International Insurance
Group since 1995; Prior to 1995: Chairman and Chief Executive Officer, The
Prudential Life Insurance Co., Ltd.

OFFICERS WHO ARE NOT DIRECTORS

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

JAMES C. DROZANOWSKI, SENIOR VICE PRESIDENT. -- Vice President and Operations
Executive, Prudential Individual Insurance Group since 1996; 1995 to 1996:
President and Chief Executive Officer of Chase Manhattan Bank; Prior to 1995:
Vice President, North America Customer Services, Chase Manhattan Bank.

CLIFFORD E. KIRSCH, CHIEF LEGAL OFFICER AND SECRETARY. -- Chief Counsel,
Variable Products, Law Department of Prudential since 1995; Prior to 1995:
Associate General Counsel with Paine Webber.

FRANK P. MARINO, SENIOR VICE PRESIDENT. -- Vice President, Policyowner Relations
Department, Prudential Individual Insurance Group since 1996; Prior to 1996:
Senior Vice President, Prudential Mutual Fund Services.

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

HIROSHI NAKAJIMA, SENIOR VICE PRESIDENT. -- President & Chief Executive Officer,
Pruco Life Insurance Company, Taiwan Branch since 1997; Prior to 1997: Senior
Managing Director, Prudential Life Insurance Co., Ltd.

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

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

DENNIS G. SULLIVAN, VICE PRESIDENT AND CHIEF ACCOUNTING OFFICER. -- Vice
President and Deputy Controller, Prudential since 1998; 1997 to 1998, Vice
President and Controller, ContiFinancial Corporation; Prior to 1997, Director,
Saloman Brothers.

The business address of all directors and officers of Pruco Life is 213
Washington Street, Newark, New Jersey 07102-2992.

Pruco Life directors and officers are elected annually.

PRUSELECT(SM) III
Variable Life
Insurance

[GRAPHIC OMITTED] Prudential Logo

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

-1 Ed. /99 CAT#

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 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 Insurance Company.

UNDERTAKING WITH RESPECT TO INDEMNIFICATION

The Registrant, in conjunction with certain affiliates, maintains insurance on
behalf of any person who is or was a trustee, director, officer, employee, or
agent of the Registrant, or who is or was serving at the request of the
Registrant as a trustee, director, officer, employee or agent of such other
affiliated trust or corporation, against any liability asserted against and
incurred by him or her arising out of his or her position with such trust or
corporation.

Arizona, being the state of organization of Pruco Life Insurance Company
("Pruco"), permits entities organized under its jurisdiction to indemnify
directors and officers with certain limitations. The relevant provisions of
Arizona law permitting indemnification can be found in Section 10-850 et seq. of
the Arizona Statutes Annotated. The text of Pruco's By-law, Article VIII, which
relates to indemnification of officers and directors, is incorporated by
reference to Exhibit 3(ii) to its Form 10-Q, SEC File No. 33-37587, filed August
15, 1997.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-1

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

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

The prospectus consisting of 48 pages.

The undertaking to file reports.

The representation with respect to charges.

The signatures.

Written consents of the following persons:

None.

The following exhibits:

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

A. (1) (a) Resolution of Board of Directors of Pruco Life
Insurance Company establishing the Pruco Life
Variable Universal Account. (Note 8)
(b) Amendment of Separate Account Resolution.
(Note 11)
(2) Not Applicable.
(3) Distributing Contracts:
(a) Distribution Agreement between Pruco Securities
Corporation and Pruco Life Insurance Company.
(Note 8)
(b) Proposed form of Agreement between Pruco
Securities Corporation and independent brokers
with respect to the Sale of the Contracts.
(Note 8)
(c) Schedule of Sales Commissions. (Note 12)
(d) Participation Agreements and Amendments:

(i) (a) AIM Variable Insurance Funds, Inc., AIM
V.I. Value Fund. (Note 11)
(b) Amendment to the AIM Variable Insurance
Funds, Inc. Participation Agreement.
(Note 12)
(ii) (a) American Century Variable Portfolios,
Inc., VP Value Portfolio. (Note 11)
(iii)(a) Janus Aspen Series, Growth Portfolio.
(Note 11)
(b) Amendment to the Janus Aspen Series
Participation Agreement. (Note 12)
(iv)(a) MFS Variable Insurance Trust, Emerging
Growth Series. (Note 11)
(b) Amendment to the MFS Variable Insurance
Trust Participation Agreement. (Note 12)
(v) (a) T. Rowe Price International Series, Inc.,
International Stock Portfolio. (Note 11)
(b) Amendment to the T. Rowe Price
International Series, Inc. Participation
Agreement. (Note 12)
(4) Not Applicable.
(5) Variable Universal Life Insurance Contract. (Note 1)
(6) (a) Articles of Incorporation of Pruco Life Insurance
Company, as amended October 19, 1993. (Note 7)
(b) By-laws of Pruco Life Insurance Company, as
amended May 6, 1997. (Note 9)
(7) Not Applicable.
(8) Not Applicable.
(9) Not Applicable.
(10) (a) Application Form for Variable Universal Life
Insurance Contract. (Note 1)
(b) Supplement to the Application for Variable
Universal Life Insurance Contract. (Note 1)

II-2

(11) Not Applicable.
(12) Memorandum describing Pruco Life Insurance Company's
issuance, transfer, and redemption procedures for the
Contracts pursuant to Rule 6e-3(T)(b)(12)(iii). (Note 1)
(13) Rider for Flexible Term Insurance Benefit. (Note 1)

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 12)

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 12)

7. Powers of Attorney.

(a) William M. Bethke, Ira J. Kleinman,
Esther H. Milnes, I. Edward Price (Note 2)
(b) Kiyofumi Sakaguchi (Note 5)
(c) James J. Avery, Jr. (Note 3)
(d) Dennis G. Sullivan (Note 4)

(Note 1) Filed herewith.
(Note 2) Incorporated by reference to Form 10-K, Registration No. 33-08698,
filed March 31, 1997 on behalf of the Pruco Life Variable Contract
Real Property Account.
(Note 3) Incorporated by reference to Post-Effective Amendment No. 2 to Form
S-6, Registration No. 333-07451, filed June 25, 1997 on behalf of
the Pruco Life Variable Appreciable Account.
(Note 4) Incorporated by reference to Post-Effective Amendment No. 6 for Form
S-1, Registration No. 33-86780, filed April 16, 1999 on behalf of
the Pruco Life Variable Contract Real Property Account.
(Note 5) Incorporated by reference to Post-Effective Amendment No. 8 to Form
S-6, Registration No. 33-49994, filed April 28, 1997 on behalf of
the Pruco Life PRUvider Variable Appreciable Account.
(Note 6) Incorporated by reference to Post-Effective Amendment No. 9 to Form
S-6, Registration No. 33-29181, filed April 25, 1996 on behalf of
the Pruco Life Variable Universal Account.
(Note 7) Incorporated by reference to Form S-6, Registration No. 333-07451,
filed July 2, 1996 on behalf of the Pruco Life Variable Appreciable
Account.
(Note 8) Incorporated by reference to Post-Effective Amendment No. 10 to Form
S-6, Registration No. 33-29181, filed April 28, 1997 on behalf of
the Pruco Life Variable Universal Account.
(Note 9) Incorporated by reference to Form 10-Q, Registration No. 33-37587,
filed August 15, 1997 on behalf of the Pruco Life Insurance Company.
(Note 10) Incorporated by reference to Post-Effective Amendment No. 11 to Form
S-6, Registration No. 33-29181, filed April 28, 1998 on behalf of
the Pruco Life Variable Universal Account.
(Note 11) Incorporated by reference to Post-Effective Amendment No. 13 to Form
S-6, Registration No. 33-29181, filed June 4, 1999 on behalf of the
Pruco Life Variable Universal Account.
(Note 12) To be filed by Pre-Effective Amendment.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life Variable Universal Account, has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 12th day of August, 1999.

(Seal) PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT
(Registrant)

By: PRUCO LIFE INSURANCE COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on this 12th day of August, 1999.

SIGNATURE AND TITLE
-------------------

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

/s/ *
- ------------------------------------
Dennis G. Sullivan
Vice President and Chief Accounting
Officer

/s/ *
- ------------------------------------
James J. Avery, Jr. *By: /s/ Thomas C. Castano
Director ------------------------------
Thomas C. Castano
/s/ * (Attorney-In-Fact)
- ------------------------------------
William M. Bethke
Director

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

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

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

II-4

EXHIBIT INDEX

1.A.(5) Variable Universal Life Insurance Contract.

1.A.(10)(a) Application Form for Variable Universal Life
Insurance Contract.
(b) Supplement to the Application for Variable

1.A.(12) Memorandum describing Pruco Life Insurance
Company's issuance, transfer, and redemption
procedures for the Contract's pursuant to Rule
6e-3(T)(b)(12)(iii).

1.A.(13) Rider for Flexible Term Insurance Benefit.