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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-K
(MARK ONE)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

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

                FOR THE TRANSITION PERIOD FROM       TO

                         COMMISSION FILE NUMBER 33-37587

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

                          Pruco Life Insurance Company
             (Exact Name of Registrant as Specified in its Charter)

             Arizona                                           22-1944557
  (State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                        Identification Number)

                              213 Washington Street
                            Newark, New Jersey 07102
                                 (973) 802-6000
   (Address and Telephone Number of Registrant's Principal Executive Offices)

   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES
             REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

      Indicate by check mark whether the registrant (1) has filed all reports
      required to be filed by Section 13 or 15(d) of the Securities Exchange Act
      of 1934 during the preceding 12 months (or for such shorter period that
      the registrant was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days. Yes |X| No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
      405 of Regulation S-K is not contained herein, and will not be contained,
      to the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K. |_|

      Indicate by check mark whether the registrant is an accelerated filer (as
      defined in Rule 12b-2 of the Act). Yes |_| No |X|

      State the aggregate market value of the voting stock held by
      non-affiliates of the registrant: N/A

      As of February 28, 2005, 250,000 shares of the registrant's common stock
      (par value $10) were outstanding.

              Pruco Life Insurance Company meets the conditions set
          forth in General Instruction (I) (1) (a) and (b) on Form 10-K
           and is therefore filing this Form with reduced disclosure.

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                                TABLE OF CONTENTS



                                                                                                             Page
                                                                                                            Number
                                                                                                            ------
                                                                                                        
PART I    Item 1.   Business...............................................................................   2
          Item 2.   Properties.............................................................................   5
          Item 3.   Legal Proceedings......................................................................   5
PART II   Item 5.   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
                    Purchases of Equity Securities.........................................................   6
          Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations..   6
          Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.............................   12
          Item 8.   Financial Statements and Supplementary Data............................................   14
          Item 9.   Changes In and Disagreements With Accountants on Accounting and Financial Disclosure...   14
          Item 9A.  Controls and Procedures................................................................   14
          Item 9B.  Other Information......................................................................   15
          Item 10.  Directors and Executive Officers of the Registrant.....................................   15
PART III  Item 14.  Principal Accounting Fees and Services ................................................   16
PART IV   Item 15.  Exhibits and Financial Statement Schedules.............................................   16
SIGNATURES.................................................................................................   18


Forward-Looking Statements

Some of the  statements  included in this Annual Report on Form 10-K,  including
but not limited to those in  Management's  Discussion  and Analysis of Financial
Condition and Results of Operations,  may constitute  forward-looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Words  such  as  "expects,"  "believes,"   "anticipates,"  "includes,"  "plans,"
"assumes,"  "estimates,"  "projects,"  "intends,"  "should,"  "will," "shall" or
variations  of such  words are  generally  part of  forward-looking  statements.
Forward-looking  statements are made based on management's  current expectations
and beliefs  concerning  future  developments  and their potential  effects upon
Pruco Life  Insurance  Company and its  subsidiaries.  There can be no assurance
that  future  developments  affecting  Pruco  Life  Insurance  Company  and  its
subsidiaries  will be those  anticipated  by management.  These  forward-looking
statements  are not a guarantee  of future  performance  and  involve  risks and
uncertainties,  and there are certain  important factors that could cause actual
results to differ, possibly materially, from expectations or estimates reflected
in  such  forward-looking  statements,  including,  among  others:  (1)  general
economic,  market  and  political  conditions,   including  the  performance  of
financial markets and interest rate fluctuations;  (2) domestic or international
military or terrorist activities or conflicts;  (3) volatility in the securities
markets;  (4)  fluctuations  in  foreign  currency  exchange  rates and  foreign
securities markets; (5) regulatory or legislative changes,  including changes in
tax law; (6) changes in statutory or U.S. GAAP accounting principles,  practices
or policies;  (7) differences  between actual  experience  regarding  mortality,
morbidity, persistency,  surrender experience, interest rates, or market returns
and the assumptions we use in pricing our products, establishing liabilities and
reserves or for other  purposes;  (8)  re-estimates  of our  reserves for future
policy benefits and claims;  (9) changes in our assumptions  related to deferred
policy  acquisition  costs;  (10) events resulting in catastrophic loss of life;
(11) investment losses and defaults;  (12) changes in our claims-paying ratings;
(13)  competition  in our  product  lines  and  for  personnel;  (14)  economic,
political,  currency and other risks relating to our  international  operations;
(15) adverse determinations in litigation or regulatory matters and our exposure
to contingent  liabilities;  and (16) the effects of acquisitions,  divestitures
and restructurings, including possible difficulties in integrating and realizing
the projected  results of  acquisitions.  Pruco Life Insurance  Company does not
intend,  and is under no obligation,  to update any  particular  forward-looking
statement included in this document.



PART 1

Item 1. Business

Overview

Pruco Life  Insurance  Company is a life  insurance  company,  organized in 1971
under the laws of the state of Arizona. Pruco Life Insurance Company is licensed
to sell interest sensitive  individual life insurance,  variable life insurance,
term life  insurance,  variable  and fixed  annuities,  and a  non-participating
guaranteed interest contract,  or GIC, called Prudential Credit Enhanced GIC, or
PACE, in the District of Columbia,  Guam and all states  except New York.  Pruco
Life Insurance  Company also had marketed  individual life insurance through its
branch  office in Taiwan.  The branch  office was  transferred  to an affiliated
Company  on  January  31,  2001,  as  described  in the  Notes to the  Financial
Statements.

The Company has three  subsidiaries,  including one wholly owned life  insurance
subsidiary,  Pruco  Life  Insurance  Company  of New  Jersey,  or PLNJ,  and two
subsidiaries  formed  in 2003  for the  purpose  of  acquiring  municipal  fixed
maturities (see Note 13). Pruco Life Insurance  Company and its subsidiaries are
together referred to as the "Company" and all financial  information is shown on
a consolidated basis throughout this document.

PLNJ is a stock life insurance  company  organized in 1982 under the laws of the
state of New Jersey. It is licensed to sell individual life insurance,  variable
life insurance,  term life insurance,  fixed and variable  annuities only in the
U.S. states of New Jersey and New York.

The Company is a wholly owned subsidiary of The Prudential  Insurance Company of
America or,  "Prudential  Insurance," an insurance company founded in 1875 under
the laws of the  state  of New  Jersey.  On  December  18,  2001,  the  "date of
demutualization,"  Prudential  Insurance  converted from a mutual life insurance
company  to a life  insurance  company  and  became  an  indirect  wholly  owned
subsidiary  of  Prudential  Financial,  Inc.  or,  "Prudential  Financial."  The
demutualization was completed in accordance with Prudential  Insurance's Plan of
Reorganization,  which  was  approved  by the  Commissioner  of the  New  Jersey
Department of Banking and Insurance in October 2001.

Prudential  Insurance  intends to make additional  capital  contributions to the
Company,  as needed,  to enable it to comply with its reserve  requirements  and
fund expenses in connection with its business.  Generally,  Prudential Insurance
is under no obligation to make such contributions and its assets do not back the
benefits payable under the Company's policyholders' contracts.

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

The  following  paragraphs  describe  the  Company's  products,   marketing  and
distribution, and underwriting and pricing.

Products

Variable Life Insurance

The Company offers a number of individual  variable life insurance products that
provide a return linked to an underlying  investment portfolio designated by the
policyholder  while  providing the  policyholder  with the flexibility to change
both the death  benefit and premium  payments.  Each  product  provides  for the
deduction of charges and expenses from the  customer's  investment  account.  We
also  offer  variable  life  products   targeted  to  the  estate  planning  and
corporate-owned life insurance markets.

Term Life Insurance

The Company offers a variety of term life insurance products. Most term products
include a conversion  feature that allows the policyholder to convert the policy
into permanent life insurance coverage.

Universal Life Insurance

The Company offers universal life insurance  products that feature a market rate
fixed  interest  investment  account and  flexible  premiums.  In June 2003,  we
updated our universal  life insurance  products and began to offer  survivorship
universal life, which covers two individuals on a single policy and provides for
payment of a death benefit upon the death of the other insured individual.

Variable and Fixed Annuities

The Company  offers  variable  annuities  that  provide our  customers  with the
opportunity  to invest  in  proprietary  and  non-proprietary  mutual  funds and
fixed-rate  options.  The  investments  made by customers in the proprietary and
non-proprietary   mutual  funds  represent   separate  accounts  for  which  the
contractholder bears the investment risk. The investments made in the fixed rate
options are credited  with  interest at rates we  determine,  subject to certain
minimums. Additionally, our variable annuities products offer certain minimum


                                       2


death benefit and living benefit guarantee options.  We also offer fixed annuity
products  that provide a guarantee of principal  and a guaranteed  interest rate
for a specified period of time.

Guaranteed Investment Contracts ("GICs")

The Company offers  non-participating GICs through which customers deposit funds
with us under contracts that typically  provide for a specified rate of interest
on the amount invested through the maturity of the contract. We are obligated to
pay principal and interest according to the contracts' terms. This obligation is
backed  primarily by fixed  maturities,  and we bear all of the  investment  and
asset/liability   management  risk  on  these  contracts.  As  spread  products,
non-participating  GICs make a profit to the  extent  that the rate of return on
the  investments we make with the invested  funds exceeds the promised  interest
rate and our  expenses.  Since 1997,  we have offered our  credit-enhanced  GIC,
which has a triple-A  rating,  the  highest  rating  possible,  as a result of a
guarantee from a financial insurer.

Marketing and Distribution

Prudential Insurance Agents

Agents of Prudential Insurance,  our parent company,  distribute variable, term,
and universal life insurance,  variable and fixed annuities,  and investment and
protection products with proprietary and non-proprietary  investment options, as
well as selected insurance products manufactured by others. GICs are distributed
using a small direct sales force. We place most of our GIC business with clients
with whom we have an existing relationship.

Prudential  Insurance Agents sell life insurance products primarily to customers
in the U.S. mass and mass affluent  markets,  as well as small business  owners.
The majority of Prudential  Insurance Agents are multi-line  agents.  Other than
certain training allowances or salary paid at the beginning of their employment,
we pay Prudential  Insurance  Agents on a commission basis for the products they
sell.  In addition  to  commissions,  Prudential  Insurance  Agents  receive the
employee  benefits  that we  provide  to other  Prudential  Insurance  employees
generally,  including  medical and  disability  insurance,  an employee  savings
program and qualified retirement plans.

Third Party Distribution

Our individual life and annuity  products are offered through a variety of third
party  channels,  including  independent  brokers,  general  agencies,  producer
groups,  banks and  broker-dealers.  We focus on serving the  intermediaries who
provide  insurance  solutions in support of estate and wealth transfer  planning
for affluent and mass affluent individuals.  The life insurance products offered
are generally the same as those available through  Prudential  Agents. Our third
party efforts are supported by a network of internal and external wholesalers.

Underwriting and Pricing

Life Insurance

Our life  insurance  underwriters  follow  detailed  and  uniform  policies  and
procedures  to assess and quantify  the risk of our  individual  life  insurance
products. We require the applicant to take a variety of underwriting tests, such
as medical  examinations,  electrocardiograms,  blood tests,  urine tests, chest
x-rays and consumer investigative reports, depending on the age of the applicant
and the amount of insurance  requested.  Our universal life insurance  contracts
and the  fixed  component  of our  variable  life  insurance  contracts  feature
crediting  rates,  which are  periodically  reset.  In resetting these rates, we
consider the returns on our portfolios  supporting the  interest-sensitive  life
insurance business,  current interest rates, the competitive environment and our
profit objectives.

Annuities

We earn asset  management fees based upon the average assets of the mutual funds
in our variable  annuity  products and mortality and expense fees and other fees
for various  insurance-related  options and features  based on average daily net
assets value of the annuity separate accounts or the amount of guaranteed value.
We price our fixed  annuities as well as the fixed-rate  options of our variable
annuities  based  on  assumptions  as  to  investment   returns,   expenses  and
persistency.  Competition  also  influences  our pricing.  We seek to maintain a
spread  between  the  return on our  general  account  invested  assets  and the
interest we credit on our fixed annuities. To encourage persistency, most of our
variable  and  fixed  annuities  have  withdrawal   restrictions  and  declining
surrender or withdrawal charges for a specified number of years.

Guaranteed Investment Contracts

We set our rates for guaranteed  products using a proprietary pricing model that
considers the investment  environment  and our risk,  expense and  profitability
assumptions.  Upon  sale of a  product,  we  adjust  the  duration  of our asset
portfolio and lock in the prevailing  interest rates.  We  continuously  monitor
cash  flow  experience  and work  closely  with  our  Asset  Liability  and Risk
Management Group to review performance and ensure compliance with our investment
policy.


                                       3


Reserves

We establish reserve and policyholders' fund liabilities to recognize our future
benefit  obligations for our in force life and annuity  policies,  including the
minimum death  benefit and living  benefit  guarantee  features of some of these
policies.  For  variable  and  interest-sensitive  life  insurance  and  annuity
contracts,   we  establish   policyholders'   account  balances  that  represent
cumulative   gross  premium   payments  plus  credited   interest   and/or  fund
performance,  less  withdrawals,  expenses and mortality  charges.  We establish
policyholders'   fund   liabilities   for   GICs   that   represent   cumulative
contractholder account balances.

Effective  January 1, 2004,  we adopted SOP 03-1,  "Accounting  and Reporting by
Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for
Separate  Accounts,"  which  requires  us to  record  a  liability  for  minimum
guaranteed death benefits as well as other changes. This is discussed in Item 7,
Management's   Discussion   and  Analysis  and  in  Note  2  on  new  accounting
pronouncements.

Reinsurance

Since 2000, we have reinsured the majority of the mortality risk we assume under
our new individual life insurance products with both affiliated and unaffiliated
companies.  As of the  end of  2004,  all  reinsurance  arrangements  were  with
affiliated  companies and the maximum amount of individual life insurance we may
retain  on any  life is  $100,000.  See  Note 13 to the  consolidated  financial
statements for more information related to these reinsurance arrangements.

Regulatory Environment

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

Insurance  companies  are  subject to  Risk-Based  Capital,  "RBC",  guidelines,
monitored by  insurance  regulatory  authorities,  that measure the ratio of the
Company's statutory surplus with certain adjustments, "Adjusted Capital", to its
required capital, based on the risk characteristics of its insurance liabilities
and  investments.  Required  capital is  determined  by statutory  formulae that
consider   risks   related  to  the  type  and  quality  of   invested   assets,
insurance-related  risks associated with the Company's  products,  interest rate
risks,  and general  business risks. The RBC calculations are intended to assist
regulators in measuring the adequacy of the Company's statutory  capitalization.
The  Company  considers  RBC  implications  in  its  asset/liability  management
strategies.  The Company believes that its statutory capital is adequate for its
currently anticipated levels of risk as measured by regulatory guidelines.

The NAIC has  developed a set of financial  relationships  or tests known as the
Insurance  Regulatory  Information System or, "IRIS," to assist state regulators
in monitoring  the financial  condition of insurance  companies and  identifying
companies  that require  special  attention  or action by  insurance  regulatory
authorities.  Insurance  companies  generally  submit data annually to the NAIC,
which in turn analyzes the data using  prescribed  financial  data ratios,  each
with defined "usual ranges." Generally,  regulators will begin to investigate or
monitor an insurance company if ratios fall outside the usual ranges for four or
more of the ratios. If an insurance company has insufficient capital, regulators
may act to reduce  the amount of  insurance  it can  issue.  The  Company is not
currently subject to regulatory scrutiny based on these ratios.

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

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

Our variable life insurance products,  as well as our variable annuity products,
generally  are  "securities"  within the  meaning of  federal  securities  laws,
registered  under the federal  securities  laws and subject to regulation by the
SEC and the NASD. Federal and some state


                                       4


securities  regulation affect investment  advice,  sales and related  activities
with respect to these  products.  In addition,  although the federal  government
does not comprehensively regulate the business of insurance, federal legislation
and  administrative  policies in several areas,  including  taxation,  financial
services   regulation  and  pension  and  welfare   benefits   regulation,   can
significantly   affect  the  insurance  industry.   Congress  also  periodically
considers and is considering  laws affecting  privacy of information and genetic
testing that could significantly and adversely affect the insurance industry.

Item 2.  Properties

Office space is provided by Prudential  Insurance,  as is described in the Notes
to the Consolidated Financial Statements.

Item 3.  Legal Proceedings

The Company is subject to legal and regulatory actions in the ordinary course of
its  businesses,  which may include  class action  lawsuits.  Pending  legal and
regulatory actions include proceedings relating to aspects of the businesses and
operations  that  are  specific  to the  Company  and that  are  typical  of the
businesses in which the Company operates.  Class action and individual  lawsuits
may  involve a  variety  of  issues  and/or  allegations,  which  include  sales
practices,  underwriting  practices,  claims  payment  and  procedures,  premium
charges,  policy servicing and breach of fiduciary duties to customers.  We also
may be subject to  litigation  arising out of our general  business  activities,
such as our investments and third party contracts.  In certain of these matters,
the plaintiffs may seek large and/or indeterminate  amounts,  including punitive
or exemplary damages.

The  Company  has  received  formal  requests  for  information  relating to its
variable annuity business and  unregistered  separate  accounts from regulators,
including, among others, the Securities and Exchange Commission and the State of
New York Attorney  General's  office.  The Company is cooperating  with all such
inquiries.

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


                                       5


                                     PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities

The Company is a wholly owned subsidiary of Prudential Insurance. There is no
public market for the Company's common stock.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations or, "MD&A," addresses the consolidated  financial  condition of Pruco
Life Insurance Company as of December 31, 2004, compared with December 31, 2003,
and its consolidated results of operations for the years ended December 31, 2004
and 2003.

Overview

The Company sells interest-sensitive individual life insurance and variable life
insurance,   term  life  insurance,   individual  variable   annuities,   and  a
non-participating   guaranteed   interest   contract  called  Prudential  Credit
Enhanced,  or "PACE",  primarily through the Prudential Insurance sales force in
the United  States.  These  markets are  subject to  regulatory  oversight  with
particular  emphasis  placed on  company  solvency  and sales  practices.  These
markets  are also  subject  to  increasing  competitive  pressure  as the  legal
barriers,  which have  historically  segregated  the  markets  of the  financial
services  industry,  have been  changed  through both  legislative  and judicial
processes.  Regulatory changes have opened the insurance industry to competition
from other financial institutions,  particularly banks and mutual funds that are
positioned  to deliver  competing  investment  products  through  large,  stable
distribution  channels.  The Company also  marketed  individual  life  insurance
through its branch  office in Taiwan.  The Taiwan branch was  transferred  to an
affiliated  Company  on  January  31,  2001,  as  described  in the Notes to the
Financial Statements.  Beginning February 1, 2001, all insurance activity of the
Taiwan branch has been ceded to the affiliated Company.

Generally,  policyholders who purchase the Company's products have the option of
investing in the separate accounts,  segregated funds for which investment risks
are  borne by the  customer,  or the  Company's  portfolio,  referred  to as the
General  Account.  The Company earns its profits  through policy fees charged to
separate account annuity and life  policyholders and through the interest spread
for the GIC and General  Account  annuity and life products.  Policy charges and
fee income consist  mainly of three types,  sales charges or loading fees on new
sales,  mortality and expense charges or, "M&E," assessed on fund balances,  and
mortality and related  charges based on total life insurance in force  business.
Policyholder  fund values are  affected by net sales  (sales less  withdrawals),
changes in interest rates and investment returns. The interest spread represents
the  difference  between  the  investment  income  earned by the  Company on its
investment  portfolio  and the amount of  interest  credited  to  policyholders'
accounts.  Products  that  generate  spread  income  primarily  include  the GIC
product,  general account life insurance products, fixed annuities and the fixed
rate option of variable annuities.

In addition to policy  charges and fee income,  the Company earns  revenues from
insurance  premiums from term life  insurance and asset  management  fees on the
separate account fund balances.  The Company's  operating  expenses  principally
consist of insurance benefits provided,  general business expenses,  commissions
and other  costs of selling  and  servicing  the  various  products  we sell and
interest credited on general account liabilities.

The Company's  profitability  depends  principally on its ability and Prudential
Insurance's ability to price and manage risk on insurance  products,  to attract
and retain customer  assets,  and to manage  expenses.  Specific  drivers of our
profitability include:

      o     our ability to manufacture and distribute products and services and
            to introduce new products gaining market acceptance on a timely
            basis;

      o     our ability to price our insurance products at a level that enables
            us to earn a margin over the cost of providing benefits and the
            expense of acquiring customers and administering those products;

      o     our mortality and morbidity experience on individual life insurance
            and annuity products;

      o     our persistency experience, which affects our ability to recover the
            cost of acquiring new business over the lives of the contracts;

      o     our cost of administering insurance contracts and providing asset
            management products and services;

      o     our returns on invested assets, net of the amounts we credit to
            policyholders' accounts;

      o     our ability to earn commissions and fees from the distribution and
            servicing of annuities, retirement products, and other investment
            products at a level that enables us to earn a margin over the
            expense of providing such services;

      o     the amount of our account values and changes in their fair value,
            which affect the amount of asset management fees we receive;

      o     our ability to generate favorable investment results through
            asset/liability management and strategic and tactical asset
            allocation; and


                                       6


      o     our ability to maintain our claims paying ratings.


Application of Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United  States of  America,  or GAAP,  requires  the
application  of accounting  policies that often involve a significant  degree of
judgment.  Management,  on an ongoing basis,  reviews  estimates and assumptions
used in the preparation of financial  statements.  If management determines that
modifications  in assumptions and estimates are appropriate  given current facts
and  circumstances,  results of operations and financial position as reported in
the Consolidated Financial Statements could change significantly.

The following sections discuss the accounting  policies applied in preparing our
financial  statements  that  management  believes  are  most  dependent  on  the
application of estimates and assumptions.

Valuation of Investments

As prescribed by GAAP, we present our fixed maturity  investments  classified as
available for sale, at fair value in the statements of financial  position.  The
fair values for our public fixed maturity  securities are based on quoted market
prices  or  estimates  from  independent  pricing  services.  However,  for  our
investments  in private  securities  such as private  placement  fixed  maturity
securities, which comprised 14% of our investments as of December 31, 2004, this
information is not available. For these private fixed maturities,  fair value is
determined  typically by using a  discounted  cash flow model,  which  considers
current market credit  spreads for publicly  traded issues with similar terms by
companies of comparable  credit quality,  and an additional spread component for
the reduced liquidity associated with private placements. This additional spread
component  is  determined  based on  surveys of various  third  party  financial
institutions.

For our fixed maturity investments  classified as available for sale, the impact
of  changes  in  fair  value  is  recorded  as an  unrealized  gain  or  loss in
"Accumulated other  comprehensive  income (loss),  net," a separate component of
equity. In addition, investments classified as available for sale are subject to
our  impairment  review  to  identify  when a  decline  in value  is other  than
temporary.  Factors we  consider  in  determining  whether a decline in value is
other than  temporary  include:  the extent  (generally if greater than 20%) and
duration (generally greater than six months) of the decline; the reasons for the
decline in value (credit event or interest rate related); our ability and intent
to hold the  investment  for a period of time that will allow for a recovery  of
value; and the financial  condition and near-term  prospects of the issuer. When
it is determined that a decline in value is other than  temporary,  the carrying
value of the security is reduced to its fair value, with a corresponding  charge
to earnings.  This  corresponding  charge is referred to as an impairment and is
reflected in "Realized  investment  gains  (losses),  net" in the  statements of
operations.  The level of  impairment  losses can be expected  to increase  when
economic conditions worsen and decrease when economic conditions improve.

Future Policy Benefit Reserves

We establish  reserves  for future  policy  benefit  payments to or on behalf of
policyholders  in the same period in which the policy is issued.  These reserves
relate primarily to term life and certain annuity products.

The future policy  benefit  reserves at December 31, 2004  represented 5% of our
total  liabilities and relate primarily to term life products and are determined
in accordance  with GAAP as the present value of expected  future benefits to or
on behalf of  policyholders  plus the present value of future  expenses less the
present value of future net premiums.  The expected future benefits are based on
mortality,  lapse, maintenance expense and, interest rate assumptions,  and also
consider the risk of adverse  deviation  in our actual  results from the results
assumed in establishing  our reserves.  Our mortality  assumptions are generally
based on the Company's  historical  experience or standard  industry tables,  as
applicable.  Our interest rate  assumptions  are based on factors such as market
conditions and expected investment returns. Collectively,  these assumptions are
"locked-in"  upon  the  issuance  of new  policies  and  continue  to be used in
subsequent  periods to establish  the  reserves.  We review our  assumptions  to
determine  whether the reserves  together with the expected  future premiums are
sufficient to provide for the expected future benefit payments and expenses.  In
particular,  we review our  mortality  assumptions  annually  and  conduct  full
actuarial studies every three years.  Generally,  we do not expect our mortality
trends to change  significantly in the short-term and to the extent these trends
may change we expect such changes to be gradual over the long-term. If, based on
our review,  there have been  significant  adverse changes in actual  experience
compared to the  experience  we assumed at the time the policy was issued we may
be  required to provide  for  expected  future  losses by  establishing  premium
deficiency  reserves.  The  assumptions  used to  establish  premium  deficiency
reserves represent our current best estimate of experience with no provision for
adverse deviation. Once established, premium deficiency reserves are not reduced
for  subsequent  improvement  in experience  but may be increased for subsequent
adverse  deviations  in  experience.  As of December  31,  2004,  we do not have
material premium deficiency reserves related to these products.

Deferred Policy Acquisition Costs

We capitalize costs that vary with and are related  primarily to the acquisition
of new  and  renewal  insurance  and  annuity  contracts.  These  costs  include
primarily commissions,  costs of policy issuance and underwriting,  and variable
field office expenses. We amortize


                                       7


these deferred policy  acquisition costs, or DAC, over the expected lives of the
contracts, based on the level and timing of either gross margins, gross profits,
or gross premiums,  depending on the type of contract.  As of December 31, 2004,
DAC in our life business was $1.031 billion and DAC in our annuity  business was
$398 million.

DAC  associated  with the term life  policies of our  domestic  individual  life
insurance business is amortized in proportion to gross premiums. We evaluate the
recoverability  of our DAC  related  to these  policies  as part of our  premium
deficiency  testing. If a premium deficiency exists, we reduce DAC by the amount
of the deficiency or to zero through a charge to current period earnings. If the
deficiency is more than the DAC balance, we then increase the reserve for future
policy  benefits by the excess by means of a charge to current period  earnings.
Generally, we do not expect significant short-term  deterioration in experience,
and therefore do not expect significant writedowns of the related DAC.

DAC  associated  with the variable and  universal  life policies of our domestic
individual  life  insurance  and  international  insurance  businesses  and  the
variable and fixed annuity  contracts of our  individual  annuities  business is
amortized  over the  expected  life of these  policies  in  proportion  to gross
profits. In calculating gross profits, we consider mortality,  persistency,  and
other elements as well as rates of return on investments  associated  with these
contracts.  We  regularly  evaluate  and adjust the related  DAC balance  with a
corresponding charge or credit to current period earnings for the effects of our
actual gross profits and changes in our assumptions  regarding  estimated future
gross  profits.  Our  evaluation  of DAC related to variable  annuity  contracts
considers   expected   gross   profits   that  would  be   generated   within  a
pre-established reasonably possible range, or corridor, of future rate of return
scenarios.  Adjustments  to DAC  are  made  only  when  our  long-term  view  of
investment  returns  considered in our estimates of future gross profits results
in a DAC balance outside of the corridor. However,  notwithstanding our corridor
approach,  we may determine  that a revision of our expected gross profits and a
related  adjustment  to our DAC is necessary if changes in  additional  factors,
such as policyholder  activity,  suggest that our current view of expected gross
profits  may no  longer  represent  our  best  estimate.  For  variable  annuity
contracts,  DAC is more  sensitive to the effects of changes in our estimates of
gross profits due primarily to the significant  portion of gross profits that is
dependent  upon the total  rate of return on  assets  held in  separate  account
investment options, and the shorter average life of the contracts.  This rate of
return influences the fees we earn, costs we incur associated with minimum death
benefit  and other  contractual  guarantees  specific  to our  variable  annuity
contracts,  as well as other  sources of profit.  This is also true, to a lesser
degree,  for our variable  life  policies;  however,  the variable life policies
derive a significant  portion of their gross profits from margins in the cost of
insurance charge.

In  evaluating  the DAC for our domestic  variable  life  insurance  and annuity
products,  future rate of return  assumptions are evaluated using a reversion to
mean approach,  a common  industry  practice.  Under this approach,  we consider
actual  returns over a period of time and project  returns for the future period
so that the assets grow at the expected rate of return for the entire period. If
the projected  future rate of return is greater than our maximum  future rate of
return,  we use our  maximum  reasonable  future  rate of return.  For  variable
annuities products,  our expected rate of return is 8% per annum, which reflects
an expected rate of return of 8.9% per annum for equity type assets.  The future
equity rate of return  used varies by product,  but was under 8.9% per annum for
all of our variable  annuity  products  for our  evaluation  of deferred  policy
acquisition costs as of December 31, 2004.

To demonstrate the sensitivity of our variable  annuity DAC balance  relative to
our future rate of return, increasing or decreasing our future rate of return by
100 basis points would have required us to consider adjustments,  subject to our
application  of the  corridor  approach,  to that DAC  balance as  follows.  The
information  provided in the table below considers only the effect of changes in
our future  rate of return  and not  changes  in any other  assumptions  such as
persistency, mortality, or expenses included in our evaluation of DAC.



                                                                Increase/(Reduction)
                                                                      in DAC
                                                              ------------------------
                                                                  (in thousands)
                                                                  
Increase in projected rate of return by 100 basis points             $ 10,516

Decrease in projected rate of return by 100 basis points             $(10,856)


See "Results of Operations"  for a discussion of the impact of DAC  amortization
on our results of the life and annuities products.

Taxes on Income

Tax  regulations  require  items to be included  in the tax return at  different
times than the items are reflected in the financial statements. As a result, the
effective tax rate  reflected in the financial  statements is different than the
actual rate applied on the tax return.  Some of these  differences are permanent
such as expenses that are not deductible in our tax return, and some differences
are temporary,


                                       8


reversing over time, such as valuation of insurance reserves. Timing differences
create  deferred  tax  assets and  liabilities.  Deferred  tax assets  generally
represent  items that can be used as a tax  deduction  or credit in future years
for which we have  already  recorded  the tax  benefit in our income  statement.
Deferred tax  liabilities  generally  represent  tax expense  recognized  in our
financial  statements for which payment has been deferred,  or expenditures  for
which we have  already  taken a  deduction  in our tax  return  but have not yet
recognized in our financial  statements.  The application of GAAP requires us to
evaluate the recoverability of our deferred tax assets and establish a valuation
allowance  if  necessary  to reduce our  deferred tax asset to an amount that is
more likely than not to be realized.  Realization of certain deferred tax assets
is  dependent  upon  generating  sufficient  taxable  income in the  appropriate
jurisdiction  prior to the  expiration of the  carry-forward  periods.  Although
realization is not assured,  management  believes it is more likely than not the
deferred tax assets, net of valuation allowances, will be realized.

Our accounting  represents  management's best estimate of future events that can
be  appropriately  reflected in the  accounting  estimates.  Certain  changes or
future events,  such as changes in tax  legislation,  geographic mix of earnings
and completion of tax audits could have an impact on our estimates and effective
tax rate.

To the extent our  effective  tax rate  increases or decreases by one percent of
income from operations  before income taxes and cumulative  effect of accounting
change,   consolidated  income  from  operations  before  cumulative  effect  of
accounting change would have increased or declined by $1.5 million in 2004.

The amount of income  taxes paid by the Company is subject to ongoing  audits in
various   jurisdictions.   We  reserve  for  our  best   estimate  of  potential
payments/settlements to be made to the Internal Revenue Service and other taxing
jurisdictions  for audits on-going or not yet commenced.  We anticipate that the
Internal  Revenue  Service will  complete its  examination  of 1997 through 2001
during  the first half of 2005.  Although  the  results of these  audits are not
final,  based on currently  available  information,  we believe that the outcome
will not have an adverse effect on our financial position, cash flows or results
of operations.

Reserves for contingencies

A contingency  is an existing  condition  that involves a degree of  uncertainty
that will  ultimately be resolved upon the  occurrence of future  events.  Under
GAAP,  reserves for contingencies are required to be established when the future
event is probable and its impact can be reasonably estimated.  An example is the
establishment  of a reserve for losses in connection  with an  unresolved  legal
matter. The initial reserve reflects  management's best estimate of the probable
cost of ultimate  resolution of the matter and is revised  accordingly  as facts
and circumstances change and, ultimately, when the matter is brought to closure.

Recently Issued Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for a discussion of recently
issued accounting pronouncements.

The Company's Changes in Financial Condition and Results of Operations are
described below.

Effective New Accounting Policies Adopted

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

Changes in Financial Condition

2004 versus 2003

From  December  31,  2003 to  December  31, 2004 there was an increase of $2.672
billion in total assets from  $25.215  billion to $27.887  billion.  The largest
increase was in separate  account  assets,  which  increased  by $1.554  billion
primarily  from  market  value  appreciation  of $1.659  billion  as a result of
continued  strength  in the  equity  markets,  positive  net sales  (sales  less
withdrawals) and partially offset by the implementation of Statement of Position
03-1 or, "SOP 03-1," in 2004. SOP 03-1 requires among other things, that certain
individual  market value adjusted  annuity or, "MVA," contracts be accounted for
under  general  account  accounting  treatment.  As a  result  of the  adoption,
approximately $400 million of fixed maturities  formerly  classified as separate
account assets were reclassified as general account fixed maturities.

Fixed  maturities   increased  by  $385  million  mainly  as  a  result  of  the
implementation  of SOP 03-1 described above,  and investing  positive cash flows
into fixed  maturities.  Offsetting  overall  growth in fixed  maturities  was a
decline in the level of unrealized  gains resulting from an increasing  interest
rate environment and in increased cash position as of December 31,2004.

Deferred  acquisition  costs  increased  by $48 million  from  December 31, 2003
driven by $221 million in net  capitalization of acquisition  expenses,  largely
offset by $187  million of  amortization.  Capitalization  in the Life  business
reflects a $151  million  reduction as a result of a new  coinsurance  agreement
with  Prudential  Arizona  Reinsurance  Captive  Company or,  "PARCC."  DAC also
increased  $14  million  from the  implementation  of SOP  03-1 and a change  in
unrealized gains. These amounts are shown in the amortization and other non-cash
items line on the Statements of Cash Flows.


                                       9


Reinsurance  recoverable  is higher by $248  million as a result of larger ceded
reserves  held under the PARCC  agreement,  and is  mentioned  in more detail in
"Premiums" below.  Deferred sales inducements and other assets are higher by $36
million,  driven by a $31 million increase in deferred expenses related to sales
inducements for annuity products as the Company has sold more annuity  contracts
that contain these features.

Cash and cash equivalents and short-term  investments are higher by $451 million
resulting from  accumulated  portfolio cash flows and, in part from asset sales,
in anticipation of redeployment.

During the year, liabilities increased by $2,596 million from $23,400 million to
$25,996  million.   Corresponding  with  the  asset  change,   Separate  account
liabilities  increased  by $1,554  million,  as  described  above.  Policyholder
account balances increased by $540 million due primarily to the reclassification
of MVA  contracts  as  described  above and by  positive  net  sales of  annuity
products  with fixed rate  options and life  general  account  products.  Future
policy  benefits  increased by $257  million due to  increased  reserves for the
Taiwan  business,  the  establishment  of  guaranteed  minimum  death and income
benefits in the annuity  business and  increases to life reserves as a result of
sales and renewals of term and the newer  universal life products.  Income taxes
payable, net, were higher by $98 million as a result of income tax expense and a
tax refund  received in 2003 from Prudential  Financial.  In accordance with the
tax sharing agreement with Prudential Financial,  the Company was reimbursed for
operating  losses utilized in the consolidated  federal tax return.  There was a
decrease in total securities lending activity of $73 million and a change in the
mix between cash  collateral for loaned  securities  and  securities  sold under
agreements  to  repurchase,  as  there  are  less  treasury  securities  in  the
portfolio.  Treasury  securities  are  commonly  used  for  lending  activities,
especially in the securities sold under agreements to repurchase category.

Results of Operations

2004 to 2003 Annual Comparison

Net Income
Consolidated  net income of $113 million for 2004  improved $28 million from $85
million  earned for 2003.  Policy  charges and fee income  increased $72 million
from last  year as a result  of  increased  sales  and  growth  in the  separate
accounts from continued strength in the financial  markets.  DAC amortization in
2004 is $56 million  higher than in 2003 due to  increased  amortization  in the
current year from higher gross  profits in both the life and annuity  businesses
and growth in the term life in force.  Further details  regarding the components
of revenues and expenses are described in the following paragraphs.

Revenues
Consolidated  revenues increased by $53 million,  from $1.077 billion in 2003 to
$1.130 billion. Policy charges and fee income, consisting primarily of mortality
and  expense,  loading  and other  insurance  charges  assessed  on general  and
separate account  policyholders'  fund balances,  increased by $72 million.  The
increase was the result of a $37 million  increase for individual  life products
and a $35  million  increase  for  annuity  products.  Policy  charges  for life
products increased as a result of growth in the in force business, the favorable
impact of increases in the market value of variable life insurance  assets,  and
the  sale of newer  interest-sensitive  products  that  generally  carry  higher
expense charges in the first few years of the contract.  The gross variable life
in force  business grew in excess of 8% to $77 billion at December 31, 2004 from
$71 billion at December 31, 2003. Annuity fees are mainly asset based fees which
are  dependent  on the fund  balances  that are affected by net sales as well as
asset  depreciation or appreciation on the underlying  investment funds in which
the customer has the option to invest.  Average  annuity  separate  account fund
balances  are nearly 17% higher than in the prior year as a result of  favorable
market performance and positive net sales.

Net  premiums  decreased  by $59  million  from  $142  million  in 2003,  due to
increased  reinsurance  premiums  resulting from the coinsurance  agreement with
PARCC, an affiliate,  to reinsure 90% of the entire term book of business.  This
agreement  replaced the previous  coinsurance with Pruco Reinsurance Ltd., which
reinsured only certain term business.  The new agreement  covers 90% of all term
policies written by both the Company and its wholly owned subsidiary, Pruco Life
Insurance Company of New Jersey. All term business not previously covered by the
Pruco  Re  Coinsurance  agreement  was  reinsured  with  yearly  renewable  term
reinsurance carrying lower premiums than coinsurance. In addition, extended term
premiums  decreased by $13 million due to lower policy lapses from better market
performance.

Net investment  income  increased by $29 million,  up from $345 million in 2003,
driven  by  increased  income  in fixed  maturities  due to an  increase  in the
portfolio balance from the above-mentioned  reclassification  resulting from the
adoption of SOP 03-1 in 2004,  reinvestment of income,  and positive cash flows.
This was partially offset by a lower yields, increased transfers from fixed fund
annuities to separate  accounts and lower income from declining fund balances in
the retirement business.

Realized investment gains (losses) improved by $8 million,  from realized losses
of $3  million in 2003 to  realized  gains in 2004 of $5  million,  largely as a
result of continued  improvement in the credit  environment in 2004. The current
year fixed  maturity net realized  gains  resulted  primarily from a $10 million
decline in  impairments  partly offset by a slight  decline in realized gains on
sales.

Benefits and Expenses


                                       10


Total policyholders' benefits decreased by $57 million from $332 million in 2003
to $ 275 million in 2004,  as a result of lower total  benefits for the life and
annuity businesses of $52 million and $5 million, respectively.

The change in reserves for life products  decreased $25 million from $84 million
in 2003 to $59 million in 2004, primarily as a result of a decrease in term life
reserves,  net of  reinsurance.  The net change in term reserves is lower due to
the new  coinsurance  treaty  with PARCC,  which  generated  higher  reinsurance
reserves than last year. The change in reserves for annuity  products  increased
$5 million to $7 million in 2004,  due to  guaranteed  minimum death benefit or,
"GMDB,"  and  guaranteed  minimum  income  benefit  "GMIB"  reserves  that  were
established  as  of  January  1,  2004.  The  GMDB  feature   provides   annuity
contractholders  with a guarantee that the benefit  received at death will be no
less than a prescribed  minimum amount.  This minimum amount is based on the net
deposits paid into the  contract,  the net deposits  accumulated  at a specified
rate, the highest  historical account value on a contract  anniversary,  or more
typically,  the  greatest of these  values,  depending  on  features  offered in
various contracts and elected by the  contractholders.  Prior to adoption of SOP
03-1 a  liability  for the  expected  future  net  costs  associated  with  GMDB
provisions was not established for the annuity business.

Policyholders'  benefits for life insurance  products  decreased by $27 million,
down from $205  million  in 2003,  driven  by lower  net death  benefits  of $18
million and lower  surrenders  of reduced paid up policies of $9 million.  While
net term death  benefits  rose $15  million  from a 50%  increase in the term in
force, net variable and universal death benefits were $33 million lower than the
prior  year,  due to lower  mortality  and an increase in the ceded in force for
these products in 2004. Annuity death benefits of $32 million in 2004 were lower
by $10 million,  primarily due to lower guaranteed minimum death benefits driven
by higher fund values as a result of market appreciation.

Interest credited to policyholders'  account balances  increased by $23 million,
from  $228  million  in  2003  to  $251  million  in  2004,  due  to  growth  in
policyholders'  account  balances,  especially for the annuity fixed rate option
products.  Overall net interest  spread  revenue,  representing  net  investment
income  less  interest  credited,  increased  from last year as general  account
assets have increased as described above.

General,  administrative,  and other expenses increased by $61 million from $398
million in 2003 to $459 million in 2004.  The primary  reason was  increased DAC
amortization of $56 million,  up from $130 million in 2003. DAC amortization for
life  and  annuity   products  was  higher  by  $39  million  and  $17  million,
respectively.  The increase in  amortization  in the life business was driven by
growth in the term and universal in force and less  favorable  fund  performance
compared to 2003 partly offset by reduced amortization  resulting from ceded DAC
associated  with the new  coinsurance  treaty  with PARCC  described  in note 13
below. The increase in amortization in the annuity business was driven by higher
gross  profits from higher  spread  revenue and lower  guaranteed  minimum death
benefits in 2004 as compared to 2003,  partly offset by a lower  deferred  bonus
unlocking in 2004.

General,   administrative  and  other  expenses,   excluding  DAC  amortization,
increased  $5 million  from the prior year as a result of more new  business and
the growing in force. Partly offsetting the growth in general and administrative
expenses are lower net distribution  costs resulting from increased  reinsurance
expense allowances,  net of capitalization,  in the life business as a result of
the PARCC coinsurance  agreement  mentioned above. These allowances are included
in net distribution expense within operating expenses.


                                       11


Item 7a. Quantitative and Qualitative Disclosures About Market Risk

Risk Management, Market Risk and Derivative Instruments

Risk management  includes the identification and measurement of various forms of
risk,  the  establishment  of risk  thresholds  and the  creation  of  processes
intended to maintain risks within these thresholds  while optimizing  returns on
the underlying  assets or  liabilities.  We consider risk management an integral
part of our core business.

Market  risk is the risk of change in the value of  financial  instruments  as a
result of absolute  or relative  changes in  interest  rates,  foreign  currency
exchange rates or equity or commodity prices. To varying degrees, the investment
and trading  activities  supporting  all of our products  and services  generate
market risks.  The market risks  incurred and our  strategies for managing these
risks vary by product.

With respect to non-variable life insurance  products,  fixed rate annuities and
the fixed rate options in our variable life insurance and annuity  products,  we
incur market risk  primarily in the form of interest  rate risk.  We manage this
risk  through  asset/liability  management  strategies  that  seek to match  the
interest rate  sensitivity of the assets to that of the underlying  liabilities.
Our overall objective in these strategies is to limit the net change in value of
assets and liabilities  arising from interest rate  movements.  While it is more
difficult to measure the interest sensitivity of our insurance  liabilities than
that of the related assets, to the extent that we can measure such sensitivities
we believe that interest rate  movements  will generate asset value changes that
substantially  offset  changes in the value of the  liabilities  relating to the
underlying products.

For variable annuities and variable life insurance products, excluding the fixed
rate options in these products, and most separate accounts, our main exposure to
the  market is the risk  that  asset  management  fees  decrease  as a result of
declines in assets under  management due to changes in prices of securities.  We
also  run the risk  that  asset  management  fees  calculated  by  reference  to
performance  could be lower.  For variable  annuity and variable life  insurance
products with minimum guaranteed death and other benefits, we also face the risk
that declines in the value of underlying  investments  as a result of changes in
prices of  securities  may  increase  our net  exposure to these death and other
benefits under these  contracts.  See  "Management's  Discussion and Analysis of
Financial  Condition  and  Results  of  Operations--Result  of  Operations"  for
payments made under the  guaranteed  minimum death benefit  provision of certain
individual annuity contracts.

We manage our  exposure to equity  price risk  relating  to our general  account
primarily  by seeking to match the risk  profile of equity  investments  against
risk-adjusted  equity market  benchmarks.  We measure  benchmark  risk levels in
terms of price volatility in relation to the market in general.

The source of our  exposure to market  risk is related to "other  than  trading"
activities conducted primarily in our insurance, annuity and guaranteed products
operations.

Other Than Trading Activities

We hold the majority of our assets for "other than  trading"  activities  in our
insurance,  annuities and guaranteed  products.  We incorporate  asset/liability
management  techniques  and other risk  management  policies and limits into the
process of investing our assets.  We use derivatives for hedging purposes in the
asset/liability management process.

Insurance, Annuities, and Guaranteed Products Asset/Liability Management

We seek to  maintain  interest  rate and  equity  exposures  within  established
ranges,  which we periodically  adjust based on market conditions and the design
of related products sold to customers.  Our risk managers  establish  investment
risk limits for exposures to any issuer,  geographic region, type of security or
industry sector and oversee efforts to manage risk within policy constraints set
by management and approved by the Investment  Committee of Prudential  Financial
and the Board of Directors.

We use duration and convexity  analyses to measure price sensitivity to interest
rate changes.  Duration measures the relative sensitivity of the fair value of a
financial  instrument to changes in interest rates.  Convexity measures the rate
of change of  duration  with  respect to changes in interest  rates.  We seek to
manage our  interest  rate  exposure by legal  entity by matching  the  relative
sensitivity  of  asset  and  liability  values  to  interest  rate  changes,  or
controlling  "duration  mismatch"  of assets  and  liabilities.  We have  target
duration mismatch constraints for each entity. As of December 31, 2004 and 2003,
the  difference  between  the  duration  of assets  and the target  duration  of
liabilities in our duration managed portfolios was within our constraint limits.
We consider risk-based capital  implications in our  asset/liability  management
strategies.

We also perform  portfolio  stress testing as part of our  regulatory  cash flow
testing.   In  this   testing,   we  evaluate   the  impact  of   altering   our
interest-sensitive  assumptions under various  moderately  adverse interest rate
environments.  These  interest-sensitive  assumptions  relate to the  timing and
amount of redemptions and prepayments of fixed-income  securities and lapses and
surrenders  of insurance  products and the  potential  impact of any  guaranteed
minimum  interest  rates. We evaluate any shortfalls that this cash flow testing
reveals  to  determine  if we need to  increase  statutory  reserves  or  adjust
portfolio management strategies.

Market Risk Related to Interest Rates


                                       12


Our "other than  trading"  assets that subject us to interest  rate risk include
primarily  fixed  maturity  securities and policy loans.  In the aggregate,  the
carrying value of these assets represented 68% of our consolidated assets, other
than assets that we held in separate  accounts,  as of December 31, 2004 and 72%
as of December 31, 2003.

With  respect to "other than  trading"  liabilities,  we are exposed to interest
rate risk through policyholders' account balances relating to interest-sensitive
life insurance, annuity and investment-type contracts.

We assess interest rate sensitivity for "other than trading"  financial  assets,
financial  liabilities and derivatives  using  hypothetical  test scenarios that
assume  either upward or downward 100 basis point  parallel  shifts in the yield
curve  from  prevailing  interest  rates.  The  following  tables  set forth the
potential loss in fair value from a hypothetical 100 basis point upward shift as
of December 31, 2004 and 2003, because this scenario results in the greatest net
exposure to interest  rate risk of the  hypothetical  scenarios  tested at those
dates.  While the test scenario is for  illustrative  purposes only and does not
reflect our  expectations  regarding future interest rates or the performance of
fixed-income markets, it is a near-term, reasonably possible hypothetical change
that  illustrates the potential  impact of such events.  These test scenarios do
not measure the changes in value that could result from  non-parallel  shifts in
the yield curve,  which we would expect to produce different changes in discount
rates for different maturities.  As a result, the actual loss in fair value from
a 100  basis  point  change  in  interest  rates  could be  different  from that
indicated by these calculations.



                                                                   December 31, 2004
                                           -------------------------------------------------------------------
                                                                             Hypothetical
                                                                              Fair Value
                                                                              After + 100
                                               Notional                       Basis Point       Hypothetical
                                               Value of        Fair            Parallel          Change in
                                              Derivatives     Value           Yield Curve        Fair Value
                                                                                 Shift
                                           -------------------------------------------------------------------
                                                                                         
Financial Assets with Interest Rate Risk:                             (In millions)
     Fixed maturities, available for sale                      $6,339              $6,132            $ (207)
     Policy loans                                                 960                 895               (65)
     Mortgage Loans                                                 2                   2                --

Derivatives:
     Futures                                    $(137)             --                   6                 6
     Swaps                                         68              (5)                 --                 5

Financial Liabilities with Interest Rate
Risk:
     Investment Contracts                                      (3,773)             (3,761)               12

                                                                                                     ------
Total Estimated Potential Loss                                                                       $ (249)
                                                                                                     ======



                                                                   December 31, 2003
                                           -------------------------------------------------------------------
                                                                             Hypothetical
                                                                              Fair Value
                                                                              After + 100
                                               Notional                       Basis Point       Hypothetical
                                               Value of        Fair            Parallel          Change in
                                              Derivatives     Value           Yield Curve        Fair Value
                                                                                 Shift
                                           -------------------------------------------------------------------
                                                                                      
Financial Assets with Interest Rate Risk:                                 (In millions)
     Fixed maturities, available for sale                    $5,954           $ 5,759             $(195)
     Policy loans                                               993               936               (57)

Derivatives:
     Futures                                      $ 6           --                 --                --
     Swaps                                         31           (4)                (4)               --

Financial Liabilities with Interest Rate
Risk:
     Investment Contracts                          --       (3,506)            (3,484)               22

                                                                                                  -----
Total Estimated Potential Loss                                                                    $(230)
                                                                                                  =====



                                       13


The tables  above do not  include  approximately  $3,750  billion  of  insurance
reserve and deposit liabilities as of December 31, 2004 and $3.213 billion as of
December 31, 2003.  We believe that the  interest  rate  sensitivities  of these
insurance  liabilities  offset, in large measure,  the interest rate risk of the
financial assets set forth in these tables.

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

Market Risk Related to Foreign Currency Exchange Rates

The  Company  is exposed to foreign  currency  exchange  risk in its  investment
portfolio and previously through its operations in Taiwan. The Company generally
hedges substantially all foreign  currency-denominated  fixed-income investments
supporting its U.S. insurance  operations into U.S. dollars in order to mitigate
the risk  that the fair  value of these  investments  fluctuates  as a result of
changes in foreign exchange rates.

Foreign  currency  exchange risk is actively  managed within specified limits at
the  enterprise   (Prudential   Insurance)  level  using  Value-at-Risk  ("VaR")
analysis. This statistical technique estimates, at a specified confidence level,
the  potential  pre-tax loss in portfolio  market value that could occur over an
assumed time horizon due to adverse market movements.  This calculation utilizes
a variance/covariance approach.

Limitations of VaR Models

Although  VaR  models  are a  recognized  tool for risk  management,  they  have
inherent  limitations,  including  reliance on  historical  data that may not be
indicative of future market  conditions or trading  patterns.  Accordingly,  you
should not view VaR models as a predictor of future results. We may incur losses
that could be materially  in excess of the amounts  indicated by the models on a
particular  trading day or over a period of time,  and there have been instances
when results have fallen outside the values  generated by our VaR models.  A VaR
model does not estimate the greatest  possible loss. The results of these models
and  analysis  thereof  are  subject  to the  judgment  of our  risk  management
personnel.

Derivatives

Derivatives  are  financial  instruments  whose values are derived from interest
rates, foreign exchange rates, financial indices, or the prices of securities or
commodities.   Derivative  financial   instruments  may  be  exchange-traded  or
contracted in the over-the-counter  market and include swaps,  futures,  options
and forward contracts.  See Note 10 to the Consolidated Financial Statements for
a  description  of our  derivative  activities as of December 31, 2004 and 2003.
Under insurance statutes,  our insurance companies may use derivative  financial
instruments  to  hedge  actual  or  anticipated   changes  in  their  assets  or
liabilities,   to   replicate   cash   market   instruments   or   for   certain
income-generating  activities.  These  statutes  generally  prohibit  the use of
derivatives for speculative  purposes.  We use derivative financial  instruments
primarily  to seek to reduce  market  risk from  changes  in  interest  rates or
foreign currency  exchange rates, and to alter interest rate or foreign currency
exposures arising from mismatches between assets and liabilities.

Item 8.  Financial Statements and Supplementary Data

Information  required with respect to this Item 8 regarding Financial Statements
and Supplementary  Data is set forth commencing on page F-3 hereof. See Index to
Financial Statements elsewhere in this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Independent Accountants on Accounting
and Financial Disclosure

None.

Item 9A. Controls and Procedures

In order to ensure that the information we must disclose in our filings with the
SEC is recorded,  processed,  summarized,  and reported on a timely  basis,  the
Company's management,  including our Chief Executive Officer and Chief Financial
Officer,  have  reviewed  and  evaluated  the  effectiveness  of our  disclosure
controls  and  procedures,  as defined in  Exchange  Act Rule  13a-15(e),  as of
December 31, 2004.  Based on such  evaluation,  the Chief Executive  Officer and
Chief  Financial  Officer have  concluded  that,  as of December  31, 2004,  our
disclosure  controls and procedures  were  effective in timely  alerting them to
material information relating to us (and our consolidated subsidiaries) required
to be included in our periodic SEC filings.


                                       14


In determining  the Company's  state tax expense for the three months ended June
30, 2004,  an error was made  relating to the  treatment of state net  operating
loss carryforwards. This error resulted in an understatement of tax expense, and
corresponding  overstatement  of net income,  for the three and six months ended
June 30,  2004 and the nine  months  ended  September  30,  2004.  The error was
identified by the Company in the course of a review and inventory by the Company
of its  deferred  tax  balances  undertaken  during the fourth  quarter of 2004.
Restated  unaudited interim financial  statements of the Company  reflecting the
correction  of this error were  included  in  Amendment  No. 1 to the  Company's
Quarterly  Report on Form 10-Q for the quarter ended June 30, 2004 and amendment
No. 1 to the  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
September 30, 2004.

The Company believes that the error was  attributable to a material  weakness in
the  Company's  internal  control  over  financial  reporting.  The  Company has
implemented  enhancements  to its internal  control over financial  reporting to
provide  reasonable  assurance  that  errors of this type will not recur.  These
steps include the completion of the Company's comprehensive review and inventory
of  deferred  tax  assets and  liabilities.  The  Company  is in the  process of
implementing definitive standards for detailed documentation supporting deferred
tax balances and expects to complete this implementation in 2005. The Company is
also in the process of implementing an automated  application to further enhance
control with respect to the collection of detailed deferred tax information, and
it expects to fully implement such application in 2005.

As described  above,  management has  implemented  improvements to the Company's
internal  control over  financial  reporting  to address the  material  weakness
described above.  Except for such changes,  no change in the Company's  internal
control over  financial  reporting  occurred  during the quarter ended  December
31,2004  that has  materially  affected or is  reasonably  likely to  materially
affect our internal control over financial reporting, as defined in Exchange Act
Rule 13a-15(f).

Item 9B. Other Information

None.

Item 10. Directors and Executive Officers of the Registrant

We have  adopted a code of business  conduct  and  ethics,  known as "Making the
Right Choices," which applies to our Chief  Executive  Officer,  Chief Financial
Officer,  as well as to our  directors  and other  employees.  Making  the Right
Choices  is posted on our  website at  www.investor.prudential.com.  Our code of
business conduct and ethics, any amendments and any waiver granted to any of our
directors or executive  officers are available  free of charge on our website at
www.investor.prudential.com.


                                       15


                                    PART III

Item 14. Principal Accounting Fees and Services

The Audit Committee of the Board of Directors of Prudential Financial has
appointed PricewaterhouseCoopers LLP as the independent auditor of Prudential
Financial and certain of its domestic and international subsidiaries, including
the Registrant. The Audit Committee has established a policy requiring its
pre-approval of all audit and permissible non-audit services provided by the
independent auditor. The specific information called for by this item is hereby
incorporated by reference to the section entitled "Item 2 - Ratification of the
Appointment of Independent Auditors" in Prudential Financial's definitive proxy
statement for the Annual Meeting of Shareholders to be held on June 7, 2005, to
be filed with the Securities and Exchange Commission pursuant to Regulation 14A
within 120 days after the year ended December 31, 2004.

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules


      (a) (1) and (2) Financial Statements of the Registrant and its subsidiary
      are listed in the accompanying "Index to Consolidated Financial
      Statements" on page F-1 hereof and are filed as part of this Report.

(a) (3) Exhibits

      Regulation S-K

      2.      Not applicable.

      3(i)(a) The Articles of Incorporation of Pruco Life Insurance Company (as
              amended through October 19, 1993) are incorporated by reference to
              the initial Registration Statement on Form S-6 of Pruco Life
              Variable Appreciable Account as filed July 2, 1996, Registration
              No. 333-07451.

      3(ii)   By-Laws of Pruco Life Insurance Company (as amended through May 6,
              1997) are incorporated by reference to Form 10-Q as filed by the
              Registrant on August 15, 1997.

      4.      Exhibits

      4(a)    Modified Guaranteed Annuity Contract is incorporated by reference
              to the Registrant's Registration Statement on Form S-1 as filed
              November 2, 1990, Registration No. 33-37587.

      4(b)    Market-Value Adjustment Annuity Contract (Discovery Preferred
              Select variable annuity) is incorporated by reference to Form N-4,
              Registration No. 33-61125, filed July 19, 1995, on behalf of the
              Pruco Life Flexible Premium Variable Annuity Account.

      4(c)    Market-Value Adjustment Annuity Contract (Discovery Select
              variable annuity) is incorporated by reference to Form N-4,
              Registration No. 333-06701, filed June 24, 1996, on behalf of the
              Pruco Life Flexible Premium Variable Annuity Account.

      4(d)    Market-Value Adjustment Contract (Strategic Partners Select
              variable annuity) is incorporated by reference to Form N-4,
              Registration No. 333-52754, filed December 26, 2000, on behalf of
              the Pruco Life Flexible Premium Variable Annuity Account.

      4(e)    Market-Value Adjustment Annuity Contract (Strategic Partners
              Horizon annuity) is incorporated by reference to the Registrant's
              registration statement on Form S-3, Registration No. 333-104036,
              filed March 26, 2003.

      4(f)    Market-Value Adjustment Annuity Contract Endorsement (Strategic
              Partners Annuity 3 variable annuity) is incorporated by reference
              to the Registrant's registration statement on Form S-3,
              Registration No. 333-103474, filed February 27, 2003.

      4(g)    Market-Value Adjustment Annuity Contract (Strategic Partners
              FlexElite variable annuity) is incorporated by reference to
              Post-Effective Amendment No. 1 to Form N-4, Registration No.
              333-75702, filed February 14, 2003, on behalf of the Pruco Life
              Flexible Premium Variable Annuity Account.

      9.      None.


                                       16


      10.     None.

      11.     Not applicable.

      12.     Not applicable.

      13.     Not applicable.

      16.     Not applicable.

      18.     None.

      22.     None.

      23.     Not applicable.

      24.     Powers of Attorney.

      31.1    Section 302 Certification of the Chief Executive Officer,

      31.2    Section 302 Certification of the Chief Financial Officer,

      32.1    Section 906 Certification of the Chief Executive Officer,

      32.2    Section 906 Certification of the Chief Financial Officer.


                                       17


SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Newark, and
State of New Jersey, on the 30th day of March 2005.

                                      PRUCO LIFE INSURANCE COMPANY
                                      (Registrant)


                                      By: /s/  Bernard J. Jacob
                                          ------------------------------------
                                          Bernard J. Jacob
                                       Chief Executive Officer
                                       (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated on March 30, 2005.

Name                                Title
- ----                                -----

James J. Avery, Jr.  *              Director
- ------------------------------
James J. Avery, Jr.


/s/ Bernard J. Jacob                Director and President
- ------------------------------      (Principal Executive Officer)
Bernard J. Jacob


Ronald Paul Joelson   *             Director
- ------------------------------
Ronald Paul Joelson


Andrew J. Mako*                     Director
- ------------------------------

Andrew J. Mako


C. Edward Chaplin *                 Director
- ------------------------------

C. Edward Chaplin
- -----------------


Helen M. Galt   *                   Director
- ------------------------------

Helen M. Galt


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

David R. Odenath, Jr.

  /s/ John Chieffo                  Chief Financial and Accounting Officer
- ------------------------------      (Principal Accounting and Financial Officer)

John Chieffo

                              * By:    /s/   Thomas C. Castano
                                     ------------------------------
                                         Thomas C. Castano

                                                              (Attorney-in-Fact)


                                       18


                  PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      Consolidated Financial Statements and
             Report of Independent Registered Public Accounting Firm

                           December 31, 2004 and 2003

                                       29


                          PRUCO LIFE INSURANCE COMPANY

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Financial Statements                                                                           Page No.
- --------------------                                                                           --------
                                                                                              
      PRUCO LIFE INSURANCE COMPANY AND SUBSIDIARIES

      Report of Independent Registered Public Accounting Firm                                    F - 2

      Consolidated Financial Statements:

           Consolidated Statements of Financial Position - December 31, 2004 and 2003            F - 3

           Consolidated Statements of Operations and Comprehensive Income
           Years ended December 31, 2004, 2003 and 2002                                          F - 4

           Consolidated Statements of Stockholder's Equity
           Years ended December 31, 2004, 2003 and 2002                                          F - 5

           Consolidated Statements of Cash Flows
           Years ended December 31, 2004, 2003 and 2002                                          F - 6

           Notes to the Consolidated Financial Statements                                        F - 7



                                      F-1


             Report of Independent Registered Public Accounting Firm

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

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects,  the financial position of Pruco
Life Insurance  Company (a wholly-owned  subsidiary of The Prudential  Insurance
Company of America) and its  subsidiaries at December 31, 2004 and 2003, and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, in conformity  with  accounting  principles
generally accepted in the United States of America.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express  an  opinion  on these  financial  statements  based on our  audits.  We
conducted our audits of these statements in accordance with the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

As  described  in Note 2, the Company  adopted  American  Institute of Certified
Public  Accountants  Statement of Position  03-1,  "Accounting  and Reporting by
Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for
Separate  Accounts"  as of  January 1, 2004,  and the fair value  provisions  of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation" as of January 1, 2003.


PricewaterhouseCoopers LLP
New York, New York
March 25, 2005


                                      F-2


Pruco Life Insurance Company and Subsidiaries
Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Financial Position
As of December 31, 2004 and December 31, 2003 (in thousands, except share
amounts)
- --------------------------------------------------------------------------------



                                                                                2004            2003

                                                                            ----------------------------
                                                                                      
ASSETS
Fixed maturities available for sale,
    at fair value (amortized cost, 2004 - $6,114,020;  2003 - $5,682,043)   $  6,339,103    $  5,953,815
Policy loans                                                                     856,755         848,593
Short-term investments                                                           122,061         160,635
Other long-term investments                                                       28,258          89,478
                                                                            ----------------------------
     Total investments                                                         7,346,177       7,052,521
Cash and cash equivalents                                                        743,533         253,564
Deferred policy acquisition costs                                              1,429,027       1,380,710
Accrued investment income                                                        101,432          96,790
Reinsurance recoverables                                                         765,045         517,410
Receivables from Parent and affiliates                                            50,339          53,138
Deferred sales inducements and other assets                                      124,868          88,736
Separate account assets                                                       17,326,555      15,772,262
                                                                            ----------------------------
TOTAL ASSETS                                                                $ 27,886,976    $ 25,215,131
                                                                            ============================

LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Policyholders' account balances                                             $  6,122,924    $  5,582,633
Future policy benefits and other policyholder liabilities                      1,325,836       1,068,977
Cash collateral for loaned securities                                            410,718         431,571
Securities sold under agreement to repurchase                                     45,254          97,102
Income taxes payable                                                             433,966         335,665
Other liabilities                                                                330,966         111,865
Separate account liabilities                                                  17,326,555      15,772,262
                                                                            ----------------------------
Total liabilities                                                             25,996,219      23,400,075
                                                                            ----------------------------

CONTINGENCIES (See Note 12)

STOCKHOLDER'S EQUITY
Common stock, ($10 par value;
        1,000,000 shares, authorized;
        250,000 shares, issued and outstanding)                                    2,500           2,500
Additional paid-in capital                                                       455,377         459,654
Deferred compensation                                                             (1,173)           (850)
Accumulated other comprehensive income                                            74,527         107,687
Retained earnings                                                              1,359,526       1,246,065
                                                                            ----------------------------
Total stockholder's equity                                                     1,890,757       1,815,056
                                                                            ----------------------------
TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                                   $ 27,886,976    $ 25,215,131
                                                                            ============================


                 See Notes to Consolidated Financial Statements


                                      F-3


Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income
Years Ended December 31, 2004, 2003 and 2002 (in thousands)
- --------------------------------------------------------------------------------



                                                      2004           2003           2002

                                                  -----------    -----------    -----------
                                                                       
REVENUES

Premiums                                          $    83,287    $   142,140    $   128,854
Policy charges and fee income                         642,021        570,158        529,887
Net investment income                                 373,552        344,628        334,486
Realized investment gains (losses), net                 5,011         (2,770)       (68,037)
Asset management fees                                  15,747         13,218         11,397
Other income                                           10,514          9,595          9,536
                                                  -----------    -----------    -----------

Total revenues                                      1,130,132      1,076,969        946,123
                                                  -----------    -----------    -----------

BENEFITS AND EXPENSES

Policyholders' benefits                               275,378        332,114        275,251
Interest credited to policyholders' account
balances                                              250,675        227,992        204,813
General, administrative and other expenses            458,590        397,881        505,064
                                                  -----------    -----------    -----------

Total benefits and expenses                           984,643        957,987        985,128
                                                  -----------    -----------    -----------

Income from operations before income taxes and
cumulative effect of accounting change                145,489        118,982        (39,005)

Income taxes:
   Current                                             59,682        (69,617)       (64,656)
   Deferred                                           (36,804)       103,666         12,153
                                                  -----------    -----------    -----------
Total income tax expense (benefit)                     22,878         34,049        (52,503)
                                                  -----------    -----------    -----------

Net Income from Operations Before Cumulative
Effect of Accounting Change                           122,611         84,933         13,498

Cumulative effect of accounting change, net of
taxes                                                  (9,150)            --             --

                                                  -----------    -----------    -----------
NET INCOME                                            113,461         84,933         13,498
                                                  -----------    -----------    -----------

Change in net unrealized investment gains, net        (41,944)         8,379         57,036
of taxes
Cumulative effect of accounting change,
net of taxes                                            4,030             --             --
Foreign currency translation adjustments                   --             --            149
                                                  -----------    -----------    -----------

Other comprehensive income (loss), net of taxes       (37,914)         8,379         57,185
                                                  -----------    -----------    -----------

COMPREHENSIVE INCOME                              $    75,547    $    93,312    $    70,683
                                                  ===========    ===========    ===========


                 See Notes to Consolidated Financial Statements


                                      F-4


Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Stockholder's Equity
Periods Ended December 30, 2004, 2003 and 2002 (in thousands)
- -------------------------------------------------------------



                                                                                                       Accumulated
                                                                                                          Other           Total
                                             Common        Paid-in-       Retained       Deferred      Comprehensive   Stockholder's
                                              Stock         Capital       Earnings     Compensation    Income (Loss)      Equity
                                           -----------    -----------   -----------    ------------    -------------   -------------
                                                                                                      
Balance, January 1, 2002                   $     2,500    $   466,748   $ 1,147,665     $        --     $    34,566     $ 1,651,479

Net income                                          --             --        13,498              --              --          13,498

Adjustments to policy credits issued to
eligible policyholders                              --             --           (27)             --              --             (27)

Change in foreign currency translation
adjustments, net of taxes                           --             --            --              --             149             149

Change in net unrealized investment
gains, net of taxes                                 --             --            --              --          57,036          57,036
                                           -----------    -----------   -----------     -----------     -----------     -----------
Balance, December 31, 2002                       2,500        466,748     1,161,136              --          91,751       1,722,135

Net income                                          --             --        84,933              --              --          84,933

Adjustments to policy credits issued to
eligible policyholders                              --             --            (4)             --              --              (4)

Purchase of fixed maturities from an
affiliate, net of taxes                             --         (7,557)           --              --           7,557              --

Stock-based compensation programs                   --            463            --            (850)             --            (387)

Change in net unrealized investment
gains, net of taxes                                 --             --            --              --           8,379           8,379
                                           -----------    -----------   -----------     -----------     -----------     -----------
Balance, December 31, 2003                       2,500        459,654     1,246,065            (850)        107,687       1,815,056

Net income                                          --             --       113,461              --              --         113,461

Purchase of fixed maturities from an
affiliate, net of taxes                             --         (4,754)           --              --           4,754              --

Stock-based compensation programs                   --            477            --            (323)             --             154

Cumulative effect of accounting change,
net of taxes                                        --             --            --              --           4,030           4,030

Change in net unrealized investment
gains, net of taxes                                 --             --            --              --         (41,944)        (41,944)
                                           -----------    -----------   -----------     -----------     -----------     -----------
Balance, December 31, 2004                 $     2,500    $   455,377   $ 1,359,526     $    (1,173)    $    74,527     $ 1,890,757
                                           ===========    ===========   ===========     ===========     ===========     ===========


                 See Notes to Consolidated Financial Statements


                                      F-5


Pruco Life Insurance Company and Subsidiaries

Consolidated Statements of Cash Flows
Year Ended December 31, 2004, 2003 and 2002 (in thousands)
- --------------------------------------------------------------------------------



                                                                            2004            2003            2002
                                                                         -----------     -----------     -----------
                                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                               $   113,461     $    84,933     $    13,498
Adjustments to reconcile net income to net cash from
     (used in) operating activities:
     Policy charges and fee income                                          (140,240)       (108,731)        (74,117)
     Interest credited to policyholders' account balances                    250,675         227,992         204,813
     Realized investment (gains) losses, net                                  (5,011)          2,770          68,037
     Amortization and other non-cash items                                       710          51,685         (78,452)
     Cumulative effect of accounting change                                    9,150              --              --
     Change in:
         Future policy benefits and other policyholders' liabilities         212,121         134,431         126,316
         Reinsurance recoverable                                            (247,635)       (116,739)        (99,974)
         Accrued investment income                                             1,638         (10,665)         (8,692)
         Receivables from Parent and affiliates                                2,799             461         (28,025)
         Policy loans                                                         (8,162)         30,913          (5,441)
         Deferred policy acquisition costs                                   (25,213)       (227,713)          6,833
         Income taxes payable                                                103,447          90,413         (20,844)
         Deferred sales inducements and other assets                         (36,136)        (47,100)        (20,071)
         Other, net
                                                                             216,484         (18,601)         23,912
                                                                         -----------     -----------     -----------
Cash Flows From Operating Activities                                         448,088          94,049         107,793
                                                                         -----------     -----------     -----------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
         Fixed maturities available for sale                               2,293,944       2,506,887       1,834,129
     Payments for the purchase of:
         Fixed maturities available for sale                              (2,266,074)     (3,303,651)     (2,884,673)
     Other long-term investments, net                                         36,763          (2,873)        (10,202)
     Short-term investments, net
                                                                              47,709          53,705           1,256
                                                                         -----------     -----------     -----------
Cash Flows From (Used in) Investing Activities                               112,342        (745,932)     (1,059,490)
                                                                         -----------     -----------     -----------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
     Policyholders' account balances:
          Deposits                                                         2,093,835       2,196,543       1,789,307
          Withdrawals                                                     (2,086,995)     (1,621,978)     (1,014,901)
          Cash payments to eligible policyholders                                 --              (4)       (116,000)
     Cash collateral for loaned securities, net                              (20,853)        206,053          35,496
     Securities sold under agreement to repurchase, net                      (51,848)       (303,405)        319,792
    Paid in capital transaction associated with the purchase of fixed
    maturities from an affiliate                                              (4,754)         (7,557)             --
    Deferred compensation                                                       (323)           (850)             --
    Stock-based compensation                                                     477             463              --
                                                                         -----------     -----------     -----------
Cash Flows From (Used in) Financing Activities                               (70,461)        469,265       1,013,694
                                                                         -----------     -----------     -----------

     Net increase (decrease) in cash and cash equivalents                    489,969        (182,618)         61,997

     Cash and cash equivalents, beginning of year                            253,564         436,182         374,185
                                                                         -----------     -----------     -----------
CASH AND CASH EQUIVALENTS, END OF YEAR                                   $   743,533     $   253,564     $   436,182
                                                                         ===========     ===========     ===========


                 See Notes to Consolidated Financial Statements


                                      F-6


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

1. BUSINESS

Pruco  Life  Insurance  Company  or "the  Company,"  is a stock  life  insurance
company,  organized  in 1971 under the laws of the state of Arizona.  Pruco Life
Insurance  Company  is  licensed  to sell  interest  sensitive  individual  life
insurance,  variable life  insurance,  term life  insurance,  variable and fixed
annuities,  and a  non-participating  guaranteed  interest  contract or,  "GIC,"
called  Prudential  Credit Enhanced GIC or, "PACE," in the District of Columbia,
Guam and in all states except New York.  Pruco Life  Insurance  Company also had
marketed  individual  life  insurance  through its branch office in Taiwan.  The
branch office was  transferred to an affiliated  Company on January 31, 2001, as
described in Note 13.

Pruco Life Insurance  Company has three  subsidiaries,  which include one wholly
owned life insurance subsidiary,  Pruco Life Insurance Company of New Jersey or,
"PLNJ," and two  subsidiaries  formed in 2003 for the purpose of  acquiring  and
investing in municipal  fixed  maturities  from an affiliated  company (see Note
13). Pruco Life Insurance  Company and its  subsidiaries are referred to as "the
Company"  and  all  financial  information  is  shown  on a  consolidated  basis
throughout this document.

PLNJ is a stock life insurance  company  organized in 1982 under the laws of the
state of New Jersey. It is licensed to sell individual life insurance,  variable
life insurance,  term life insurance,  fixed and variable  annuities only in the
states of New Jersey and New York.

The Company is a wholly owned subsidiary of The Prudential  Insurance Company of
America ("Prudential Insurance"), an insurance company founded in 1875 under the
laws of the  state  of New  Jersey.  On  December  18,  2001  or,  "the  date of
demutualization,"  Prudential  Insurance  converted from a mutual life insurance
company to a stock life  insurance  company and became an indirect  wholly owned
subsidiary of Prudential Financial, Inc. or "Prudential Financial."

Prudential  Insurance  intends to make additional  capital  contributions to the
Company,  as needed,  to enable it to comply with its reserve  requirements  and
fund expenses in connection with its business.  Generally,  Prudential Insurance
is under no obligation to make such contributions and its assets do not back the
benefits payable under the Company's policyholder contracts.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The  consolidated  financial  statements  include  the  accounts  of Pruco  Life
Insurance Company and its subsidiaries.  The consolidated  financial  statements
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America,  "GAAP." The Company has extensive transactions
and relationships with Prudential Insurance and other affiliates,  as more fully
described in Note 13. Due to these relationships,  it is possible that the terms
of  these  transactions  are not the  same  as  those  that  would  result  from
transactions among wholly unrelated parties.

Use of Estimates

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

Stock Options

Effective  January 1, 2003,  Prudential  Financial  changed its  accounting  for
employee  stock options to adopt the fair value  recognition  provisions of SFAS
No. 123,  "Accounting for Stock-Based  Compensation," as amended,  prospectively
for  all  new  awards  granted  to  employees  on  or  after  January  1,  2003.
Accordingly,  results of operations of the Company for the years ended  December
31, 2004 and 2003, include costs of $0.3 million and $0.9 million, respectively,
associated with employee stock options issued by Prudential Financial to certain
employees  of the  Company.  Prior to  January  1,  2003,  Prudential  Financial
accounted for employee stock options using the intrinsic value method of APB No.
25,  "Accounting  for Stock Issued to Employees,"  and related  interpretations.
Under this method,  Prudential  Financial  and the Company did not recognize any
stock-based  compensation  costs as all options  granted  had an exercise  price
equal to the market value of Prudential  Financial's Common Stock on the date of
grant.

In December 2004, the FASB issued SFAS No. 123R,  "Share-Based  Payment,"  which
replaces  FASB  Statement  No. 123. SFAS 123R requires all entities to apply the
fair value  based  measurement  method in  accounting  for  share-based  payment
transactions with employees except for equity instruments held by employee share
ownership plans. As described above Prudential  Financial had previously adopted
the fair  value  recognition  provisions  of the  original  SFAS 123 for all new
awards granted to employees on or after January 1, 2003.  SFAS 123R is effective
for interim and annual periods beginning after June


                                      F-7


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

15, 2005. Prudential Financial will adopt the fair value recognition  provisions
of this  statement on July 1, 2005 for those  awards  issued prior to January 1,
2003. By that date,  the unvested stock options issued prior to January 1, 2003,
will be  recognized  over the  remaining  vesting  period of  approximately  six
months.

Prudential  Financial  and the Company  account for  non-employee  stock options
using the fair value method of SFAS No. 123 in accordance  with Emerging  Issues
Task Force Issue ("EITF") No. 96-18 "Accounting for Equity  Instruments That Are
Issued to Other Than  Employees" and related  interpretations  in accounting for
its non-employee stock options.

Investments

Fixed  maturities  classified as "available for sale" are carried at fair value.
The  amortized  cost of fixed  maturities  is  written  down to fair  value if a
decline in value is considered to be other than  temporary.  See the  discussion
below  on  realized  investment  gains  and  losses  for a  description  of  the
accounting  for  impairment  adjustments.  Unrealized  gains and losses on fixed
maturities  "available  for  sale",  including  the  effect on  deferred  policy
acquisition costs and policyholders' account balances that would result from the
realization of unrealized  gains and losses are included in  "Accumulated  other
comprehensive income (loss)."

Policy loans are carried at unpaid principal balances.

Securities  repurchase and resale agreements and securities  borrowed and loaned
transactions  are used to generate  income,  to borrow  funds,  or to facilitate
trading  activity.  Securities  repurchase  and resale  agreements are generally
short-term in nature,  and therefore,  the carrying amounts of these instruments
approximate  fair  value.   Securities  repurchase  and  resale  agreements  are
collateralized  principally by U.S. government and government agency securities.
Securities  borrowed or loaned are  collateralized  principally  by cash or U.S.
government  securities.  For  securities  repurchase  agreements  and securities
loaned  transactions  used to generate  income,  the cash  received is typically
invested in cash equivalents, short-term investments or fixed maturities.

Securities  repurchase and resale  agreements that satisfy certain  criteria are
treated as collateralized  financing arrangements.  These agreements are carried
at  the  amounts  at  which  the  securities  will  be  subsequently  resold  or
reacquired, as specified in the respective agreements.  For securities purchased
under  agreements  to resell,  the  Company's  policy is to take  possession  or
control of the securities and to value the  securities  daily.  Securities to be
resold are the same, or substantially the same, as the securities received.  For
securities  sold  under  agreements  to  repurchase,  the  market  value  of the
securities to be repurchased is monitored, and additional collateral is obtained
where  appropriate,  to  protect  against  credit  exposure.  Securities  to  be
repurchased are the same, or  substantially  the same as those sold.  Income and
expenses related to these  transactions  executed within the general account and
it's  insurance  subsidiary  used  to  generate  income  are  reported  as  "Net
investment  income,"  however,  for  transactions  used  to  borrow  funds,  the
associated  borrowing cost is reported as interest expense (included in "General
and administrative expenses").

Securities  borrowed and securities loaned transactions are treated as financing
arrangements  and are recorded at the amount of cash advanced or received.  With
respect to securities loaned transactions,  the Company obtains collateral in an
amount  equal to 102% and 105% of the fair  value of the  domestic  and  foreign
securities,   respectively.  The  Company  monitors  the  market  value  of  the
securities  borrowed  and  loaned on a daily  basis with  additional  collateral
obtained or provided as necessary. Substantially all of the Company's securities
borrowed  transactions  are with  brokers  and  dealers,  commercial  banks  and
institutional  clients.  Substantially  all of the Company's  securities  loaned
transactions are with large brokerage firms. Income and expenses associated with
securities  borrowing  transactions  are  reported as "Net  investment  income."
Income and expenses  associated  with  securities  loaned  transactions  used to
generate income are generally reported as "Net investment income;" however,  for
securities  loaned  transactions used for funding purposes the associated rebate
is  reported as  interest  expense  (included  in  "General  and  administrative
expenses").

Short-term investments consist of highly liquid debt instruments with a maturity
of greater than three months and less than twelve months when  purchased.  These
investments  are carried at amortized  cost,  which because of their  short-term
nature approximates fair value.

Other  long-term  investments  consist  of the  Company's  investments  in joint
ventures  and  limited  partnerships  in which  the  Company  does not  exercise
control,  as well as investments in the Company's own separate  accounts,  which
are carried at estimated fair value,  and investment real estate.  Joint venture
and partnership interests are generally accounted for using the equity method of
accounting, except in instances in which the Company's interest is so minor that
it exercises  virtually no influence over operating and financial  policies.  In
such instances, the Company applies the cost method of accounting. The Company's
net income from  investments  in joint  ventures and  partnerships  is generally
included in "Net investment income."


                                      F-8


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES  (continued)

Realized  investment  gains  (losses),  net  are  computed  using  the  specific
identification  method.  Costs of fixed  maturities  and equity  securities  are
adjusted for impairments,  which are declines in value that are considered to be
other  than  temporary.   Impairment   adjustments  are  included  in  "Realized
investment losses,  net." In evaluating whether a decline in value is other than
temporary,  the Company considers several factors including,  but not limited to
the following:  (1) the extent  (generally if greater than 20%) and the duration
(generally if greater than six months); (2) the reasons for the decline in value
(credit  event,  interest  related  or market  fluctuation);  (3) the  Company's
ability and intent to hold the  investments  for a period of time to allow for a
recovery of value; and (4) the financial condition of and near-term prospects of
the issuer.

There  are a number  of  significant  risks and  uncertainties  inherent  in the
process of monitoring impairments and determining if an impairment is other than
temporary.  These risks and uncertainties  include,  but are not limited to: (1)
the risk that our  assessment  of an  issuer's  ability to meet its  obligations
could  change,  (2) the  risk  that the  economic  outlook  could be worse  than
expected or have more of an impact on the issuer than anticipated,  (3) the risk
that we are making decisions based on fraudulent or misstated information in the
financial  statements  provided by issuers and (4) the risk that new information
obtained by us or changes in other facts and circumstances,  including those not
related to the issuer,  could lead us to change our intent to hold the  security
to maturity or until it recovers in value.  Any of these situations could result
in a change in our impairment determination, and hence a charge to earnings in a
future period.

Cash and cash equivalents

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

Deferred policy acquisition costs

The Company is charged distribution expenses from Prudential  Insurance's agency
network  for both its  domestic  life and  annuity  products  through a transfer
pricing  agreement,  which  is  intended  to  reflect  a  market  based  pricing
arrangement. These costs include commissions and variable field office expenses.
The Company is also allocated  costs of policy  issuance and  underwriting  from
Prudential Insurance's general and administrative expense allocation system. The
Company also is charged  commissions  from third  parties,  which are  primarily
capitalized.

The costs that vary with and that are related primarily to the production of new
insurance and annuity  business are deferred to the extent such costs are deemed
recoverable  from future  profits.  For annuity  products,  the entire  transfer
pricing fee is deemed to be related to the  production  of new annuity  business
and is capitalized. For life products, there is a look-through into the expenses
incurred by the Prudential agency network and expenses that are considered to be
related to the  production of new insurance  business are deferred.  The cost of
policy issuance and underwriting are also considered to be related  primarily to
the production of new insurance and annuity business and are fully capitalized.

Deferred policy acquisition costs ("DAC") are subject to recoverability  testing
at the end of each accounting period. DAC, for applicable products, are adjusted
for the impact of unrealized gains or losses on investments as if these gains or
losses had been  realized,  with  corresponding  credits or charges  included in
"Accumulated other comprehensive income (loss)."

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

DAC related to non-participating  term insurance are amortized over the expected
life of the contracts in proportion to premium income. For guaranteed investment
contracts, acquisition costs are expensed as incurred.

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

Reinsurance recoverables and payables

Reinsurance  recoverables  and payables  include  receivables and  corresponding
payables associated with reinsurance  arrangements with affiliates.  See Note 13
for additional information about these arrangements.


                                      F-9


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Separate account assets and liabilities

Separate account assets and liabilities are reported at fair value and represent
segregated funds which are invested for certain policyholders, pension funds and
other customers.  The assets consist of common stocks,  fixed  maturities,  real
estate  related   investments,   real  estate   mortgage  loans  and  short-term
investments. The assets of each account are legally segregated and are generally
not  subject to claims  that  arise out of any other  business  of the  Company.
Investment  risks  associated  with  market  value  changes  are  borne  by  the
customers,  except to the extent of minimum  guarantees made by the Company with
respect to certain accounts.  See Note 12 for additional  information  regarding
separate account arrangements with contractual guarantees. The investment income
and gains or losses for separate accounts  generally accrue to the policyholders
and are not included in the  Consolidated  Statements of Operations.  Mortality,
policy  administration  and surrender  charges assessed against the accounts are
included in "Policy  charges and fee income." Asset  management  fees charged to
the accounts are included in "Asset management fees."

Deferred sales inducements and other assets, and other liabilities

The Company  provides sales  inducements  to  contractholders,  which  primarily
include an up-front  bonus  added to the  contractholder's  initial  deposit for
certain  annuity  contracts.  These costs are  deferred  and  recognized  on the
statement of financial  position in other assets.  They are amortized  using the
same methodology and assumptions used to amortized  deferred policy  acquisition
costs. The amortization  expense is included as a component of interest credited
to policyholders'  account balances.  As of December 31, 2004 and 2003, deferred
sales  inducement  costs  included  in other  assets  were $110  million and $79
million, respectively.

Other assets consist  primarily of deferred sales  inducements  costs,  premiums
due,  certain  restricted  assets,  and  receivables  resulting  from  sales  of
securities that had not yet settled at the balance sheet date. Other liabilities
consist  primarily  of accrued  expenses,  technical  overdrafts,  and  payables
resulting  from  purchases  of  securities  that had not yet been settled at the
balance sheet date.

Policyholders' Account Balances

The Company's  liability for  policyholders'  account  balances  represents  the
contract  value that has  accrued to the benefit of the  policyholder  as of the
balance sheet date. This liability is generally equal to the accumulated account
deposits  plus  interest  credited  less  policyholders'  withdrawals  and other
charges  assessed  against the account  balance.  These  policyholders'  account
balances also include  provision for benefits under non-life  contingent  payout
annuities.

Future Policy Benefits

The Company's liability for future policy benefits is primarily comprised of the
present  value of estimated  future  payments to or on behalf of  policyholders,
where the timing and amount of payment depends on policyholder  mortality,  less
the present value of future net premiums. For life insurance, expected mortality
is generally based on the Company's  historical  experience or standard industry
tables. Interest rate assumptions are based on factors such as market conditions
and  expected   investment   returns.   Although  mortality  and  interest  rate
assumptions  are  "locked-in"  upon the  issuance  of new  insurance  or annuity
business with fixed and guaranteed terms,  significant  changes in experience or
assumptions may require us to provide for expected future losses on a product by
establishing  premium deficiency  reserves.  The Company's  liability for future
policy benefits is also inclusive of liabilities for guarantee  benefits related
to certain  non-traditional long duration life and annuity contracts,  which are
discussed more fully in Note 8.

Unpaid Claims

Unpaid claims  include  estimates of claims that the Company  believes have been
incurred,  but have not yet been reported ("IBNR") as of the balance sheet date.
Consistent with industry accounting practice,  we do not establish loss reserves
until a loss has occurred. These IBNR estimates, and estimates of the amounts of
loss we will ultimately incur on reported claims, which are based in part on our
historical   experience,   are  regularly  adjusted  to  reflect  actual  claims
experience.  When actual  experience  differs  from our previous  estimate,  the
resulting  difference will be included in our reported results for the period of
the  change  in  estimate  in  the  "Policyholders'  benefits"  caption  in  our
statements of operations. On an ongoing basis, trends in actual experience are a
significant factor in the determination of claim reserve levels.

Contingencies

Amounts related to contingencies  are accrued if it is probable that a liability
has been incurred and an amount is reasonably  estimable.  Management  evaluates
whether there are incremental legal or other costs directly  associated with the
ultimate resolution of the matter that are reasonably estimable and, if so, they
are included in the accrual.


                                      F-10


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Insurance Revenue and Expense Recognition

Premiums  from  life  insurance  policies,   excluding  interest-sensitive  life
contracts,  are  recognized  when due.  Benefits are recorded as an expense when
they are  incurred.  A liability  for future  policy  benefits is recorded  when
premiums are recognized using the net level premium method.

Certain  annuity  contracts  provide  the holder a  guarantee  that the  benefit
received  upon death will be no less than a minimum  prescribed  amount  that is
based upon a combination  of net deposits to the  contract,  net deposits to the
contract accumulated at a specified rate or the highest historical account value
on a contract  anniversary.  These  contracts are discussed in further detail in
Note 8.  Also,  as  more  fully  discussed  in Note  8,  the  liability  for the
guaranteed minimum death benefit under these contracts is determined each period
end by estimating the accumulated value of a percentage of the total assessments
to date less the  accumulated  value of death  benefits in excess of the account
balance.

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

Premiums,  benefits and expenses  are stated net of  reinsurance  ceded to other
companies.  Estimated  reinsurance  recoverables and the cost of reinsurance are
recognized over the life of the reinsured policies using assumptions  consistent
with those used to account for the underlying policies.

Foreign currency translation adjustments

Assets and  liabilities of the Taiwan branch are  translated to U.S.  dollars at
the  exchange  rate in effect at the end of the period.  Revenues,  benefits and
other expenses are translated at the average rate prevailing  during the period.
Cumulative  translation  adjustments  arising from the use of differing exchange
rates  from  period  to  period  are  charged  or  credited  directly  to "Other
comprehensive  income  (loss)."  The  cumulative  effect of  changes  in foreign
exchange rates are included in "Accumulated other comprehensive income (loss)".

Asset management fees

Beginning on February 1, 2002, the Company  received asset management fee income
from policyholders' account balances invested in The Prudential Series Funds or,
"PSF," which are a portfolio of mutual fund investments related to the Company's
separate account products (see Note 13). In addition,  the Company receives fees
from  policyholders'  account  balances  invested in funds  managed by companies
other than Prudential Insurance.  Asset management fees are recognized as income
when earned.

Derivative Financial Instruments

Derivatives  are  financial  instruments  whose values are derived from interest
rates, foreign exchange rates,  financial indices, or the value of securities or
commodities.  Derivative financial instruments used by the Company include swaps
and futures,  and may be exchange-traded  or contracted in the  over-the-counter
market.  Derivative positions are carried at fair value,  generally by obtaining
quoted  market  prices or  through  the use of  pricing  models.  Values  can be
affected by changes in interest rates,  foreign exchange rates,  credit spreads,
market  volatility  and  liquidity.  Values can also be  affected  by changes in
estimates and assumptions used in pricing models.

Derivatives   are  used  to  manage  the   characteristics   of  the   Company's
asset/liability  mix, manage the interest rate and currency  characteristics  of
assets or liabilities.  Additionally,  derivatives may be used to seek to reduce
exposure to interest rate and foreign currency risks associated with assets held
or expected to be purchased or sold, and liabilities  incurred or expected to be
incurred.

The Company designates  derivatives as either (1) a hedge of the fair value of a
recognized  asset or liability or  unrecognized  firm  commitment  ("fair value"
hedge), (2) a hedge of a forecasted transaction or the variability of cash flows
to be received or paid related to a recognized  asset or liability  ("cash flow"
hedge), (3) a foreign currency fair value or cash flow hedge ("foreign currency"
hedge),  (4) a  hedge  of a net  investment  in a  foreign  operation,  or (5) a
derivative  entered  into as an  economic  hedge that does not qualify for hedge
accounting.  As of December 31, 2004, none of the Company's  derivatives qualify
for hedge accounting treatment.


                                      F-11


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

If a derivative does not qualify for hedge  accounting,  all changes in its fair
value, including net receipts and payments, are included in "Realized investment
gains  (losses),  net"  without  considering  changes  in the fair  value of the
economically associated assets or liabilities.

The Company is a party to  financial  instruments  that may  contain  derivative
instruments that are "embedded" in the financial instruments.  At inception, the
Company assesses whether the economic characteristics of the embedded derivative
are clearly and closely related to the economic characteristics of the remaining
component of the financial  instrument  (i.e.,  the host contract) and whether a
separate  instrument with the same terms as the embedded  instrument  would meet
the definition of a derivative  instrument.  When it is determined  that (1) the
embedded derivative possesses economic  characteristics that are not clearly and
closely related to the economic  characteristics of the host contract, and (2) a
separate   instrument  with  the  same  terms  would  qualify  as  a  derivative
instrument, the embedded derivative is separated from the host contract, carried
at fair  value,  and  changes  in its  fair  value  are  included  in  "Realized
investment gains (losses), net."

Income Taxes

The Company and its subsidiaries are members of the consolidated  federal income
tax return of Prudential Financial and file separate company state and local tax
returns.  Pursuant to the tax allocation  arrangement with Prudential Financial,
total  federal  income tax expense is determined  on a separate  company  basis.
Members with losses record tax benefits to the extent such losses are recognized
in the consolidated federal tax provision.

Deferred  income taxes are recognized,  based on enacted rates,  when assets and
liabilities  have  different  values for  financial  statement and tax reporting
purposes.  A valuation  allowance  is recorded to reduce a deferred tax asset to
the amount expected to be realized.

New Accounting Pronouncements

In March 2004,  the EITF of the FASB  reached a final  consensus  on Issue 03-1,
"The Meaning of  Other-Than-Temporary  Impairment and its Application to Certain
Investments." This Issue establishes  impairment models for determining  whether
to record  impairment  losses  associated with investments in certain equity and
debt  securities.  It also requires income to be accrued on a level-yield  basis
following an impairment of debt securities,  where  reasonable  estimates of the
timing and  amount of future  cash flows can be made.  The  Company's  policy is
generally to record income only as cash is received following an impairment of a
debt security.  In September  2004, the FASB issued FASB Staff Position  ("FSP")
EITF 03-1-1,  which defers the effective  date of a substantial  portion of EITF
03-1, from the third quarter of 2004, as originally  required by the EITF, until
such time as FASB  issues  further  implementation  guidance,  which is expected
sometime in 2005. The Company will continue to monitor  developments  concerning
this  Issue and is  currently  unable  to  estimate  the  potential  effects  of
implementing  EITF 03-1 on the  Company's  consolidated  financial  position  or
results of operations.

In December  2003,  the FASB issued FIN No.  46(R),  "Consolidation  of Variable
Interest  Entities,"  which  revised the original FIN No. 46 guidance  issued in
January  2003.  FIN No.  46(R)  addresses  whether  certain  types of  entities,
referred to as variable interest entities ("VIEs"),  should be consolidated in a
company's  financial  statements.  A VIE is an entity that either (1) has equity
investors that lack certain essential characteristics of a controlling financial
interest  (including the ability to control the entity, the obligation to absorb
the  entity's  expected  losses and the right to receive the  entity's  expected
residual  returns) or (2) lacks sufficient  equity to finance its own activities
without  financial  support  provided by other entities,  which in turn would be
expected  to absorb at least some of the  expected  losses of the VIE. An entity
should consolidate a VIE if, as the primary  beneficiary,  it stands to absorb a
majority  of the VIE's  expected  losses or to receive a  majority  of the VIE's
expected  residual  returns.  On December 31, 2003, the Company  adopted FIN No.
46(R) for all special purpose entities ("SPEs") and for  relationships  with all
VIEs that began on or after  February 1, 2003.  On March 31,  2004,  the Company
implemented  FIN No. 46(R) for  relationships  with  potential VIEs that are not
SPEs.  The  transition  to FIN No.  46(R) did not have a material  effect on the
Company's consolidated financial position or results of operations.

In July 2003,  the Accounting  Standards  Executive  Committee  ("AcSEC") of the
American Institute of Certified Public Accountants ("AICPA") issued Statement of
Position  ("SOP") 03-1,  "Accounting and Reporting by Insurance  Enterprises for
Certain Nontraditional Long-Duration Contracts and for Separate Accounts." AcSEC
issued this SOP to address the need for  interpretive  guidance in three  areas:
separate account presentation and valuation; the classification and valuation of
certain long-duration contract liabilities; and the accounting recognition given
sales inducements (bonus interest, bonus credits and persistency bonuses).


                                      F-12


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The effect of adopting SOP 03-1 was a charge of $9 million, net of $5 million of
taxes,  which was reported as a "Cumulative  effect of accounting change, net of
taxes" in the results of operations for the year ended  December 31, 2004.  This
charge  reflects the net impact of converting  certain  individual  market value
adjusted annuity contracts from separate account accounting treatment to general
account  accounting  treatment,  including  carrying the related  liabilities at
accreted value, and the effect of establishing  reserves for guaranteed  minimum
death benefit  provisions of the  Company's  variable  annuity and variable life
contracts.  The Company also recognized a cumulative effect of accounting change
related to unrealized  investment gains within "Other comprehensive  income, net
of taxes" of $4 million, net of $3 million of taxes, for the year ended December
31, 2004.  Upon  adoption of SOP 03-1,  approximately  $400 million in "Separate
account assets" were reclassified resulting in an increase in "Fixed maturities,
available for sale",  as well as changes in other  non-separate  account assets.
Similarly,  upon  adoption,  approximately  $400  million in  "separate  account
liabilities" were reclassified resulting in increases in "Policyholders' account
balances" as well as changes in other non-separate account liabilities.

In June 2004,  the FASB issued FSP No.  97-1,  "Situations  in Which  Paragraphs
17(b) and 20 of FASB  Statement  No. 97,  Accounting  and Reporting by Insurance
Enterprises  for Certain  Long-Duration  Contracts  and for  Realized  Gains and
Losses from the Sale of  Investments,  Permit or Require  Accrual of an Unearned
Revenue  Liability."  FSP 97-1  clarifies the  accounting  for unearned  revenue
liabilities  of  certain  universal-life  type  contracts  under SOP  03-1.  The
Company's adoption of FSP 97-1 on July 1, 2004 did not change the accounting for
unearned  revenue  liabilities  and,  therefore,  had no impact on the Company's
consolidated financial position or results of operations. In September 2004, the
AICPA SOP 03-1 Implementation Task Force issued a Technical Practice Aid ("TPA")
to clarify  certain aspects of SOP 03-1. The  implementation  of this TPA during
the third quarter of 2004 had no impact on the Company's  consolidated financial
position or results of operations.

In April 2003, the FASB issued Statement No. 133  Implementation  Issue No. B36,
"Embedded  Derivatives:  Modified Coinsurance  Arrangements and Debt Instruments
That  Incorporate  Credit Risk  Exposures  That Are Unrelated or Only  Partially
Related  to  the  Creditworthiness  of the  Obligor  Under  Those  Instruments."
Implementation Issue No. B36 indicates that a modified  coinsurance  arrangement
("modco"),  in which funds are  withheld  by the ceding  insurer and a return on
those withheld funds is paid based on the ceding  company's return on certain of
its investments,  generally contains an embedded  derivative feature that is not
clearly and closely  related to the host  contract and should be  bifurcated  in
accordance  with the  provisions  of SFAS No. 133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities."  Effective  October 1, 2003,  the Company
adopted  the  guidance  prospectively  for  existing  contracts  and all  future
transactions.  As permitted by SFAS No. 133, all contracts entered into prior to
January 1, 1999, were  grandfathered  and are exempt from the provisions of SFAS
No. 133 that relate to embedded  derivatives.  The application of Implementation
Issue No. B36 in 2003 had no impact on the  consolidated  financial  position or
results of operations of the Company.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of both Liabilities and Equity." SFAS No. 150
generally applies to instruments that are mandatorily redeemable, that represent
obligations  that will be settled with a variable number of company  shares,  or
that represent an obligation to purchase a fixed number of company  shares.  For
instruments  within  its  scope,  the  statement  requires  classification  as a
liability with initial measurement at fair value. Subsequent measurement depends
upon the  certainty of the terms of the  settlement  (such as amount and timing)
and  whether  the  obligation  will be  settled  by a  transfer  of assets or by
issuance of a fixed or variable number of equity shares.  The Company's adoption
of SFAS No.  150,  as of July 1,  2003,  did not have a  material  effect on the
Company's consolidated financial position or results of operations.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities."  SFAS No. 146 requires  that a liability for
costs  associated  with an exit or disposal  activity be recognized and measured
initially  at fair  value  only when the  liability  is  incurred.  Prior to the
adoption  of SFAS No.  146,  such  amounts  were  recorded  upon  the  Company's
commitment to a  restructuring  plan. The Company has adopted this statement for
applicable transactions occurring on or after January 1, 2003.

In  November  2002,  the FASB  issued FIN No. 45,  "Guarantor's  Accounting  and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others." FIN No. 45 expands  existing  accounting  guidance and
disclosure requirements for certain guarantees and requires the recognition of a
liability for the fair value of certain  types of guarantees  issued or modified
after  December 31, 2002.  The January 1, 2003 adoption of the  Interpretation's
guidance did not have a material effect on the Company's financial position.

Reclassifications

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


                                      F-13


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

3. INVESTMENTS

Fixed Maturities:

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



                                                                                    2004
                                                         ------------------------------------------------------------
                                                                            Gross           Gross
                                                          Amortized       Unrealized      Unrealized
                                                             Cost           Gains           Losses        Fair Value
                                                         ------------    ------------    ------------    ------------
                                                                                 (in thousands)
                                                                                             
Fixed maturities available for sale
Bonds:
    U.S. Treasury securities and obligations of
        U.S. government corporations and agencies        $     87,013    $        778    $        109    $     87,682

    States, municipalities and political subdivisions         173,129           8,627             191         181,565

    Foreign government bonds                                   30,005           3,982               9          33,978

    Mortgage-backed securities                                333,720           1,685             440         334,965

    Public utilities                                          848,762          40,036           1,710         887,088

    All other corporate bonds                               4,641,391         181,494           9,060       4,813,825

Redeemable preferred stock                                         --              --              --              --

                                                         ------------    ------------    ------------    ------------
Total fixed maturities, available for sale               $  6,114,020    $    236,602    $     11,519    $  6,339,103
                                                         ============    ============    ============    ============



                                                                                    2003
                                                         ------------------------------------------------------------
                                                                            Gross           Gross
                                                          Amortized       Unrealized      Unrealized
                                                             Cost           Gains           Losses        Fair Value
                                                         ------------    ------------    ------------    ------------
                                                                                 (in thousands)
                                                                                             
Fixed maturities available for sale
Bonds:
    U.S. Treasury securities and obligations of
        U.S. government corporations and agencies        $    215,305    $     12,204    $         10    $    227,499

    States, municipalities and political subdivisions          47,603             961              --          48,564

    Foreign government bonds                                   44,018           5,345              13          49,350

    Mortgage-backed securities                                 93,730           1,929              19          95,640

    Public utilities                                          702,793          41,312           2,985         741,120

    All other corporate bonds                               4,577,918         220,845           8,021       4,790,742

Redeemable preferred stock                                        676             224              --             900

                                                         ------------    ------------    ------------    ------------
Total fixed maturities, available for sale               $  5,682,043    $    282,820    $     11,048    $  5,953,815
                                                         ============    ============    ============    ============


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


                                      F-14


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

3. INVESTMENTS (continued)

The amortized cost and estimated fair value of fixed maturities,  by contractual
maturities at December 31, 2004 is shown below:

                                                     Available for sale
                                                   ------------------------
                                                   Amortized        Fair
                                                      Cost         Value
                                                   ----------    ----------
                                                         (in thousands)

         Due in one year or less                   $  809,242    $  816,443

         Due after one year through five years      2,644,613     2,726,406

         Due after five years through ten years     1,650,713     1,749,571

         Due after ten years                          675,732       711,718

         Mortgage-backed securities                   333,720       334,965
                                                   ----------    ----------

         Total                                     $6,114,020    $6,339,103
                                                   ==========    ==========

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

Proceeds from the sale of fixed maturities available for sale during 2004, 2003,
and 2002, were $1,500 million,  $1,957 million and $1,607 million  respectively.
Proceeds from the maturity of fixed  maturities  available for sale during 2004,
2003, and 2002, were $794 million, $550 million, and $227 million, respectively.
Gross gains of $27 million, $21 million, and $20 million and gross losses of $17
million,  $7 million,  and $48 million were realized on those sales during 2004,
2003, and 2002, respectively.

Writedowns  for  impairments,  which were deemed to be other than  temporary for
fixed  maturities were $1 million,  $12 million,  and $28 million for the years,
ended December 31, 2004, 2003 and 2002, respectively.

Other Long-Term Investments

The following table provides information relating to other long-term investments
as of December 31:

                                                          2004         2003
                                                        --------     --------
                                                            (in thousands)
           Joint ventures and limited partnerships      $    184     $ 37,321
           Company's investment in Separate accounts      29,993       55,214
           Derivatives for other than trading             (4,683)      (3,585)
           Commercials loans on real estate                2,286          249
           Equity securities                                 478          279
                                                        --------     --------
           Total other long- term investments           $ 28,258     $ 89,478
                                                        ========     ========

The  Company's  share of net income from the joint  ventures was $1 million,  $2
million,  and $1 million, for the years ended December 31, 2004, 2003, and 2002,
respectively,  and is reported in "Net investment  income." Mortgage interest on
commercial loans on real estate was $1.4 million, $0.9 million, and $0.8 million
for the years ended December 31, 2004, 2003 and 2002, respectively,  and is also
reported in "Net investment income."


                                      F-15


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

3. INVESTMENTS (continued)

Investment Income and Investment Gains and Losses

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



                                                    2004          2003          2002
                                                 ---------     ---------     ---------
                                                            (in thousands)
                                                                    
  Fixed maturities, available for sale           $ 327,899     $ 295,357     $ 275,843
  Policy loans                                      46,935        46,750        49,436
  Short-term investments and cash equivalents        7,685         7,357        13,540
  Other                                              3,981         7,821         8,128
                                                 ---------     ---------     ---------
  Gross investment income                          386,500       357,285       346,947
       Less:  investment expenses                  (12,948)      (12,657)      (12,461)
                                                 ---------     ---------     ---------
  Net investment income                          $ 373,552     $ 344,628     $ 334,486
                                                 =========     =========     =========


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

                                               2004         2003         2002
                                             --------     --------     --------
                                                       (in thousands)

  Fixed maturities, available for sale       $  9,034     $  1,567     $(56,039)
  Derivatives                                  (5,801)      (6,629)     (11,746)
  Other                                         1,778        2,292         (252)
                                             --------     --------     --------

  Realized investment gains (losses), net    $  5,011     $ (2,770)    $(68,037)
                                             ========     ========     ========

Net Unrealized Investment Gains (Losses)

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


                                      F-16


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

3. INVESTMENTS (continued)



                                                                                                                       Accumulated
                                                                                                                         Other
                                                                                                                      Comprehensive
                                                                                                                      Income (Loss)
                                                                      Deferred                         Deferred       Related to Net
                                                    Net Unrealized     Policy        Policyholders'   Income Tax       Unrealized
                                                    Gains (Losses)   Acquisition        Account       (Liability)      Investment
                                                    on Investments      Costs          Balances         Benefit       Gains (Losses)
                                                    --------------  -------------    ----------------------------------------------
                                                                                    (in thousands)
                                                                                                       
Balance, January 1, 2002                            $      89,622   $     (40,313)   $       4,937   $     (19,528)   $      34,718
Net investment gains on investments arising
during the period                                          90,774              --               --         (32,679)          58,095
Reclassification adjustment for losses included
in net income                                              56,117              --               --         (20,202)          35,915
Impact of net unrealized investment
gains(losses) on deferred policy
acquisition costs                                              --         (67,053)              --          24,139          (42,914)
Impact of net unrealized investment
gains(losses) on policyholders'
account balances                                               --              --            9,281          (3,341)           5,940
                                                    -------------   -------------    -------------   -------------    -------------
Balance, December 31, 2002                                236,513        (107,366)          14,218         (51,611)          91,754
Net investment gains on investments arising
during the period                                          25,794              --               --          (9,330)          16,464
Purchase of fixed maturities from an affiliate             11,659              --               --          (4,102)           7,557
(see Note 13)
Reclassification adjustment for gains
included in net income                                     (2,177)             --               --             784           (1,393)
Impact of net unrealized investment gains
(losses) on deferred policy acquisition costs                  --         (13,999)              --           5,040           (8,959)
Impact of net unrealized investment
gains(losses) on policyholders' account balances               --              --            3,543          (1,276)           2,267

                                                    -------------------------------------------------------------------------------
Balance, December 31, 2003                                271,789        (121,365)          17,761         (60,495)         107,690
Net investment gains on investments arising
during the period                                         (51,357)             --               --          20,442          (30,915)
Purchase of fixed maturities from an affiliate
(see Note 13)                                               7,314              --               --          (2,560)           4,754
Cumulative effect of change in accounting
principle                                                   6,297              --               --          (2,267)           4,030
Reclassification adjustment for gains included in
net income                                                 (8,888)             --               --           3,111           (5,777)
Impact of net unrealized investment gains
(losses) on deferred policy acquisition costs                  --          (9,616)              --           2,152           (7,464)
Impact of net unrealized investment gains
(losses) on policyholders' account balances                    --              --            3,130            (918)           2,212
                                                    -------------   -------------    -------------   -------------    -------------
Balance, December 31, 2004                          $     225,155   $    (130,981)   $      20,891   $     (40,535)   $      74,530
                                                    =============   =============    =============   =============    =============



                                      F-17


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

3. INVESTMENTS (continued)

The table below presents net  unrealized  gains on investments by asset class at
December 31,

                                        2004       2003       2002
                                      --------   --------   --------
                                              (in thousands)
    Fixed maturities                  $225,083   $271,772   $236,415
    Other long-term investments             72         17         98
                                      --------   --------   --------
    Unrealized gains on investments   $225,155   $271,789   $236,513
                                      ========   ========   ========

Included in other long-term investments are equity securities.

Duration of Gross Unrealized Loss Positions for Fixed Maturities

The following table shows the fair value and gross unrealized  losses aggregated
by  investment  category  and  length of time  that  individual  fixed  maturity
securities have been in a continuous  unrealized  loss position,  as of December
31, 2004:



                                                       Less than twelve            Twelve months
                                                            months                   or more                   Total
                                                   -----------------------   -----------------------   -----------------------
                                                      Fair      Unrealized      Fair      Unrealized      Fair      Unrealized
                                                     Value        Losses       Value        Losses       Value        Losses
                                                   ----------   ----------   ----------   ----------   ----------   ----------
                                                                                  (in thousands)
                                                                                                  
Fixed maturities:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies          $  104,487   $      300   $       --   $       --   $  104,487   $      300
Foreign government bonds                                2,656            9           --           --        2,656            9

Corporate securities                                1,113,346        8,943       50,766        1,827    1,164,112       10,770

Mortgage-backed securities                             80,097          438           41            2       80,138          440
                                                   ----------   ----------   ----------   ----------   ----------   ----------
Total                                              $1,300,586   $    9,690   $   50,807   $    1,829   $1,351,393   $   11,519
                                                   ==========   ==========   ==========   ==========   ==========   ==========


As of December 31, 2004, gross unrealized losses on fixed maturities totaled $12
million  comprising  250 issuers.  Of this amount,  there was $10 million in the
less than twelve months  category  comprising  238 issuers and $2 million in the
greater  than  twelve  months  category  comprising  12  issuers.  There were no
individual  issuers with gross unrealized losses greater than $1.1 million.  The
$10 million of gross  unrealized  losses of less than twelve months is comprised
of investment grade  securities.  The $2 million of gross  unrealized  losses of
twelve months or more were concentrated in the finance sector. Based on a review
of the above  information in  conjunction  with other factors as outlined in our
policy  surrounding  other  than  temporary  impairments  (see  Note 2), we have
concluded  that an  adjustment  for  other  than  temporary  impairments  is not
warranted at December 31, 2004.

Included in other long-term  investments are equity securities,  which have been
in a loss  position  for less than 12 months with a fair value of $377  thousand
and a gross unrealized loss of $24 thousand.


                                      F-18


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

3. INVESTMENTS (continued)

Securities Pledged, Restricted Assets and Special Deposits

The  Company  pledges  investment  securities  it owns to  unaffiliated  parties
through certain transactions including securities lending, securities sold under
agreements to repurchase,  and futures contracts. At December 31, 2004 and 2003,
the  carrying  value of fixed  maturities  available  for sale  pledged to third
parties as reported in the  Consolidated  Statements of Financial  Position were
$437 million and $509 million, respectively.

Fixed  maturities  of $4 million at  December  31, 2004 and 2003 were on deposit
with governmental authorities or trustees as required by certain insurance laws.

4.  DEFERRED POLICY ACQUISITION COSTS

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



                                                              2004           2003           2002
                                                          -----------    -----------    -----------
                                                                        (in thousands)
                                                                               
Balance, beginning of year                                $ 1,380,710    $ 1,152,997    $ 1,159,830
Capitalization of commissions, sales and issue expenses       221,237        371,650        328,658
Amortization                                                 (186,408)      (129,938)      (268,438)
Change in unrealized investment gains                          11,592        (13,999)       (67,053)
Impact of adoption of SOP 03-1                                  1,896             --             --
                                                          -----------    -----------    -----------
Balance, end of year                                      $ 1,429,027    $ 1,380,710    $ 1,152,997
                                                          ===========    ===========    ===========


Deferred  acquisition  costs in 2004 include  reductions in  capitalization  and
amortization  related to the reinsurance  expense allowances  resulting from the
coinsurance  treaty  with  Prudential  Reinsurance  Captive  Company or "PARCC,"
discussed in Note 13 below. Ceded  capitalization  and amortization  relating to
this  treaty  included  in the above  table  amounted  to $151  million  and $10
million, respectively, in 2004.


                                      F-19


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

5. POLICYHOLDERS' LIABILITIES

Future policy benefits at December 31, are as follows:

                                             2004         2003
                                          ----------   ----------
                                               (in thousands)
           Life insurance - domestic      $  761,195   $  646,953
           Life insurance - Taiwan           467,332      376,033
           Individual annuities               85,761       33,598
           Group annuities                    11,548       12,393
                                          ----------   ----------
           Total future policy benefits   $1,325,836   $1,068,977
                                          ==========   ==========

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

Future policy  benefits for domestic and Taiwan  traditional  life insurance are
based on the net level premium method, calculated using the guaranteed mortality
and nonforfeiture  rates which range from 2.50% to 8.75% for domestic  insurance
and 6.25% to 7.50% for Taiwan  reserves.  Less than 1% of the reserves are based
on interest rates in excess of 8%.

Future  policy  benefits for  individual  and group  annuities  are equal to the
aggregate of 1) the present  value of expected  future  payments on the basis of
actuarial  assumptions  established  at  issue,  and 2) any  premium  deficiency
reserves. Assumptions as to mortality are based on the Company's experience when
the  basis  of the  reserve  is  established.  The  interest  rates  used in the
determination of the individual  annuities  reserves range from 4.75% to 14.75%,
with  approximately  15% of the reserves  based on an interest rate in excess of
8%. The interest rate used in the  determination of group annuities  reserves is
14.75%.

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

                                                      2004         2003
                                                   ----------   ----------
                                                       (in thousands)

           Interest-sensitive life contracts       $2,542,797   $2,270,703
           Individual annuities                     2,679,322    2,244,314

           Guaranteed investment contracts            900,805    1,067,616
                                                   ----------   ----------
           Total policyholders' account balances   $6,122,924   $5,582,633
                                                   ==========   ==========

Policyholders'   account  balances  for   interest-sensitive   life,  individual
annuities,  and guaranteed  investment  contracts  represent an  accumulation of
account deposits plus credited interest less withdrawals, expenses and mortality
charges,  if applicable.  Interest crediting rates range from 1.50% to 5.90% for
interest-sensitive  life  contracts.  Interest  crediting  rates for  individual
annuities  range  from  1.50% to  14.00%,  with less  than 1% of  policyholders'
account  balances  with  interest  crediting  rates in  excess  of 8%.  Interest
crediting rates for guaranteed  investment  contracts range from 3.02% to 8.03%,
with less than 1% of  policyholders'  account  balances with interest  crediting
rates in excess of 8%.

6. REINSURANCE

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

Reinsurance premiums, commissions, expense reimbursements, benefits and reserves
related to reinsured  long-duration contracts are accounted for over the life of
the underlying reinsured contracts using assumptions  consistent with those used
to account for the underlying  contracts.  Amounts  recoverable from reinsurers,
for both long and short duration  reinsurance  arrangements,  are estimated in a
manner consistent with the claim liabilities and policy benefits associated with
the reinsured policies.  The affiliated  reinsurance  agreements,  including the
Company's  reinsurance  of all its Taiwan  business as of February 1, 2001,  are
described further in Note 13.

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


                                      F-20


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

6. REINSURANCE (continued)

Reinsurance  amounts included in the  Consolidated  Statements of Operations and
Comprehensive Income for the year ended December 31, are as follows:



                                                                2004           2003           2002
                                                            -----------    -----------    -----------
                                                                          (in thousands)
                                                                                 
        Direct premiums and policy charges and fee income   $ 1,033,174    $   878,669    $   862,723
             Reinsurance ceded                                 (307,866)      (166,371)      (203,982)
                                                            -----------    -----------    -----------
        Premiums and policy charges and fee income          $   725,308    $   712,298    $   658,741
                                                            -----------    -----------    -----------

        Policyholders' benefits ceded                       $   129,125    $    99,229    $    70,327
                                                            -----------    -----------    -----------


Reinsurance premiums ceded for interest-sensitive life products is accounted for
as a reduction  of policy  charges and fee  income.  Reinsurance  ceded for term
insurance products is accounted for as a reduction of premiums.

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

                                                      2004       2003
                                                    --------   --------
                                                       (in thousands)

           Domestic life insurance - affiliated     $272,999   $ 66,837
           Domestic life insurance - unaffiliated     13,166     62,147
           Other reinsurance - affiliated             11,548     12,393
           Taiwan life insurance-affiliated          467,332    376,033
                                                    --------   --------
                                                    $765,045   $517,410
                                                    ========   ========

During 2004, the Company  entered into  reinsurance  contracts  with  affiliates
covering the entire domestic life in force. As a result, all related reinsurance
contracts  are with  affiliates  as of December 31, 2004.  These  contracts  are
described further in Note 13, below.

The gross and net amounts of life  insurance  in force at  December  31, were as
follows:



                                                        2004             2003             2002
                                                   -------------    -------------    -------------
                                                                   (in thousands)
                                                                            
           Life insurance face amount in force     $ 204,016,616    $ 158,488,681    $ 118,381,408
           Ceded to other companies                 (179,108,664)     (81,095,301)     (49,113,635)
                                                   -------------    -------------    -------------
           Net amount of life insurance in force   $  24,907,952    $  77,393,380    $  69,267,773
                                                   =============    =============    =============



                                      F-21


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

7. INCOME TAXES

The components of income tax expense  (benefit) for the years ended December 31,
are as follows:

                                              2004         2003        2002
                                           ---------    ---------    --------
                                                     (in thousands)
  Current tax (benefit) expense benefit:
     U.S                                   $  61,801    $ (69,836)   $(65,004)
     State and local                          (2,119)         219         309
     Foreign                                      --           --          39
                                           ---------    ---------    --------
     Total                                    59,682      (69,617)    (64,656)
                                           ---------    ---------    --------

  Deferred tax expense (benefit):
     U.S                                     (31,944)     102,685      15,709
     State and local                          (4,860)         981      (3,556)
                                           ---------    ---------    --------
     Total                                   (36,804)     103,666      12,153
                                           ---------    ---------    --------

   Total income tax expense (benefit)      $  22,878    $  34,049    $(52,503)
                                           =========    =========    ========

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



                                                   2004         2003        2002
                                                ---------    ---------    --------
                                                           (in thousands)
                                                                 
Expected federal income tax (benefit) expense   $  50,921    $  41,644    $(13,652)
    State and local income taxes                   (4,537)         781      (2,111)
    Non taxable investment income                 (21,908)     (12,165)    (41,745)
    Incorporation of Taiwan branch                    172          443       7,545
    Other                                          (1,770)       3,346      (2,540)
                                                ---------    ---------    --------
    Total income tax expense (benefit)          $  22,878    $  34,049    $(52,503)
                                                =========    =========    ========


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

                                                     2004       2003
                                                   --------   --------
                                                     (in thousands)
         Deferred tax assets
              Insurance reserves                   $ 48,116   $ 14,875
              Tax loss carry forwards                    --     12,731
              Investments                             5,652         --
              Other                                   4,743      6,419
                                                   --------   --------
              Deferred tax assets                    58,511     34,025
                                                   --------   --------

         Deferred tax liabilities
              Deferred acquisition costs            366,155    383,712
              Net unrealized gains on securities     74,984     96,998
              Investments                                --     24,804
              Other                                  24,390         --
                                                   --------   --------
              Deferred tax liabilities              465,529    505,514
                                                   --------   --------

         Net deferred tax liability                $407,018   $471,489
                                                   ========   ========


                                      F-22


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

7. INCOME TAXES (continued)

Management  believes that based on its historical pattern of taxable income, the
Company and its  subsidiaries  will produce  sufficient  income in the future to
realize its deferred tax assets.  Adjustments to the valuation allowance will be
made if  there is a change  in  management's  assessment  of the  amount  of the
deferred  tax asset that is  realizable.  At  December  31, 2003 the Company had
state operating loss carryforwards of $826 million.

The Internal  Revenue Service (the "Service") has completed all  examinations of
the consolidated federal income tax returns through 1996. Tax years 1997 through
2001 are currently under examination.  Management believes sufficient provisions
have been made for potential adjustments.

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS

The Company issues  traditional  variable annuity contracts through its separate
accounts for which  investment  income and  investment  gains and losses  accrue
directly to, and investment  risk is borne by, the  contractholder.  The Company
also issues variable annuity contracts with general and separate account options
where the Company contractually  guarantees to the contractholder a return of no
less than (a) total  deposits made to the contract less any partial  withdrawals
("return of net  deposits"),  (b) total  deposits  made to the contract less any
partial withdrawals plus a minimum return ("minimum return"), or (c) the highest
contract value on a specified  anniversary date minus any withdrawals  following
the  contract  anniversary  ("anniversary  contract  value").  These  guarantees
include benefits that are payable in the event of death or annuitization.

The Company also issues annuity contracts with market value adjusted  investment
options  ("MVAs"),  which provide for a return of principal plus a fixed rate of
return if held to maturity,  or,  alternatively,  a "market  adjusted  value" if
surrendered prior to maturity.  The market value adjustment may result in a gain
or loss to the  Company,  depending  on  crediting  rates or an indexed  rate at
surrender, as applicable.

In addition,  the Company  issues  variable  life,  variable  universal life and
universal  life  contracts  where the Company  contractually  guarantees  to the
contractholder  a death benefit even when there is  insufficient  value to cover
monthly  mortality and expense  charges,  whereas  otherwise the contract  would
typically  lapse ("no lapse  guarantee").  Variable life and variable  universal
life contracts are offered with general and separate account options.

The  assets  supporting  the  variable  portion  of  both  traditional  variable
annuities and certain  variable  contracts  with  guarantees are carried at fair
value and  reported as  "Separate  account  assets"  with an  equivalent  amount
reported  as  "Separate  account  liabilities."  Amounts  assessed  against  the
contractholders for mortality,  administration,  and other services are included
within revenue in "Policy charges and fee income" and changes in liabilities for
minimum guarantees are generally included in "Policyholders'  benefits." In 2004
there were no gains or losses on transfers of assets from the general account to
a separate account.

For those guarantees of benefits that are payable in the event of death, the net
amount at risk is  generally  defined as the current  guaranteed  minimum  death
benefit in excess of the current  account balance at the balance sheet date. For
guarantees of benefits that are payable at annuitization, the net amount at risk
is  generally  defined as the present  value of the minimum  guaranteed  annuity
payments available to the contractholder determined in accordance with the terms
of the  contract  in  excess  of the  current  account  balance.  The  Company's
contracts  with  guarantees  may offer more than one type of  guarantee  in each
contract;  therefore,  the amounts listed may not be mutually  exclusive.  As of
December 31, 2004,  the Company had the  following  guarantees  associated  with
these contracts, by product and guarantee type:


                                      F-23


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)



                                                                                   December 31, 2004
                                                                     -----------------------------------------------
                                                                         In the Event of      At Annuitization /
                                                                              Death              Accumulation
                                                                     -----------------------------------------------
Variable Annuity Contracts                                                        (dollars in thousands)
                                                                                            
Return of net deposits
Account value                                                              $2,241,327                    N/A
Net amount at risk                                                         $    7,373                    N/A
Average attained age of contractholders                                      62 years                    N/A

Minimum return or anniversary contract value

Account value                                                              $9,704,195             $2,034,671
Net amount at risk                                                         $1,456,702             $    1,122
Average attained age of contractholders                                      65 years               59 years
Average period remaining until earliest expected annuitization                    N/A               6.3years



                                                                        Unadjusted Value           Adjusted Value
Market value adjusted annuities
                                                                     -----------------------------------------------

                                                                                             
Account value                                                               $328,951               $345,342



                                                                               December 31, 2004
                                                                            -------------------------
                                                                             In the Event of Death
                                                                            -------------------------
Variable Life, Variable Universal Life and  Universal Life Contracts         (dollars in thousands)
                                                                                  
No Lapse Guarantees
Separate account value                                                               $ 1,625,520
General account value                                                                $   393,712
Net amount at risk                                                                   $32,294,429
Average attained age of contractholders                                                 45 years


Account balances of variable annuity  contracts with guarantees were invested in
separate account investment options as follows:

                                                         December 31, 2004
                                                        -------------------

                                                          (in thousands)


Equity funds                                                8,144,114

Bond funds                                                    763,261

Balanced funds                                                320,966

Money market funds                                            267,668

Specialty funds                                                13,006
                                                           ----------

   Total                                                   $9,509,015
                                                           ==========

The total amount of funds invested in separate  account  investment  options for
variable  life,  variable  universal  life and  universal  life  contracts  with
guarantees was $1,626 million at December 31, 2004.

In  addition  to the  above  mentioned  amounts  invested  in  separate  account
investment  options,  $2,437  million of account  balances of  variable  annuity
contracts  with  guarantees  (inclusive  of contracts  with MVA  features)  were
invested in general account investment options.


                                      F-24


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)

Liabilities For Guarantee Benefits

The table  below  summarizes  the  changes in general  account  liabilities  for
guarantees on variable  contracts.  The liabilities for guaranteed minimum death
benefits  ("GMDB") and guaranteed  minimum income benefits ("GMIB") are included
in "Future  policy  benefits"  and the related  changes in the  liabilities  are
included in "Policyholders' benefits."

                                    Guaranteed       Guaranteed
                                   Minimum Death   Minimum Income
                                  Benefit (GMDB)   Benefit (GMIB)      Totals
                                  --------------------------------------------
(in thousands)
Balance as of January 1, 2004 .   $        42,194  $         2,211   $  44,405
  Incurred guarantee benefits .            24,700            5,100      29,800
  Paid guarantee benefits .....           (23,057)              --     (23,057)
                                  ---------------  ---------------   ---------
Balance as of December 31, 2004   $        43,837  $         7,311   $  51,148
                                  ===============  ===============   =========

The GMDB liability is determined  each period end by estimating the  accumulated
value of a  percentage  of the total  assessments  to date less the  accumulated
value of the death benefits in excess of the account balance.  The percentage of
assessments  used is chosen such that,  at issue,  the present value of expected
death benefits in excess of the projected  account balance and the percentage of
the  present  value of total  expected  assessments  over  the  lifetime  of the
contracts are equal.  The Company  regularly  evaluates  the estimates  used and
adjusts the GMDB liability balance, with a related charge or credit to earnings,
if actual experience or other evidence suggests that earlier  assumptions should
be revised. The GMIB liability was determined at December 31, 2004 by estimating
the accumulated  value of a percentage of the total assessments to date less the
accumulated  value of the  projected  income  benefits  in excess of the account
balance.

The present value of death benefits in excess of the projected  account  balance
and the present value of total expected  assessments  for GMDB's were determined
over a reasonable  range of  stochastically  generated  scenarios.  For variable
annuities and variable  universal  life,  5,000  scenarios  were  stochastically
generated  and,  from  these,  200  scenarios  were  selected  using a  sampling
technique. For variable life, various scenarios covering a reasonable range were
weighted based on a statistical  lognormal  model.  For universal  life,  10,000
scenarios were stochastically generated and, from these, 100 were selected.

Sales Inducements

The Company defers sales  inducements  and amortizes  them over the  anticipated
life of the policy using the same  methodology and assumptions  used to amortize
deferred policy acquisition costs. These deferred sales inducements are included
in "Other assets." The Company offers various types of sales inducements.  These
inducements  include:  (i) a bonus whereby the  policyholder's  initial  account
balance  is  increased  by an  amount  equal to a  specified  percentage  of the
customer's initial deposit and (ii) additional  interest credits after a certain
number of years a contract is held. Changes in deferred sales inducements are as
follows:

                                                             Sales Inducements
                                                             -----------------

                                                               (in thousands)

Balance as of January 1, 2004 ............................       $  79,143

  Capitalization .........................................          43,286

  Amortization ...........................................         (11,969)
                                                                 ---------

Balance as of December 31, 2004 ..........................       $ 110,460
                                                                 =========


                                      F-25


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------


9. STATUTORY NET INCOME AND SURPLUS AND DIVIDEND RESTRICTIONS

The Company is required to prepare statutory financial  statements in accordance
with accounting  practices  prescribed or permitted by the Arizona Department of
Insurance. Statutory accounting practices primarily differ from GAAP by charging
policy  acquisition  costs to expense as incurred,  establishing  future  policy
benefit   liabilities   using  different   actuarial   assumptions  and  valuing
investments, deferred taxes, and certain assets on a different basis.

Statutory net loss for the Company  amounted to $4 million,  $141  million,  and
$239  million  for  the  years  ended   December  31,  2004,   2003,  and  2002,
respectively. Statutory surplus of the Company amounted to $572 million and $517
million at December 31, 2004 and 2003,  respectively.  The  statutory  losses in
2003 and 2002 were primarily attributed to the surplus strain from new business,
which results from higher commissions and selling expenses that are not deferred
under statutory accounting, and from increases to reserves. During late 2003 and
in 2004,  the Company  obtained  reinsurance  on the term life  business  from a
captive affiliate, mitigating the surplus strain on that business. The agreement
is discussed further in Note 13, below.

The Company  prepares its statutory  financial  statements  in  accordance  with
accounting  practices  prescribed  or  permitted  by the Arizona  Department  of
Insurance. Prescribed statutory accounting practices include publications of the
NAIC,  state laws,  regulations,  and general  administrative  rules.  Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed.

In 2001, the Company received approval from the Arizona  Department of Insurance
to treat, as assumption reinsurance, the transfer of Pruco Life of Taiwan (Pruco
Taiwan)  business  to a sister  company  Prudential  Life  Insurance  Company of
Taiwan,  Inc.  (Prudential  of Taiwan).  According  to  Statement  of  Statutory
Accounting   Principles  #61,  Life,   Deposit-Type   and  Accident  and  Health
Reinsurance of the NAIC Accounting Practices and Procedures Manual, this type of
transfer  of  business  would be treated as  indemnity  reinsurance  rather than
assumption  reinsurance  because there is no concept of novation under Taiwanese
law. However, other than not meeting the strict requirements for a novation, the
transfer  of Pruco  Taiwan's  business  has the  other  elements  of  assumption
reinsurance.  The effect of this permitted practice was an increase to statutory
capital of $113.7 million as of December 31 2001. The GAAP accounting  treatment
for this transaction is discussed in Note 13.

The Company is subject to Arizona law, which limits the amount of dividends that
insurance  companies  can pay to  stockholders  without  approval of the Arizona
Department  of  Insurance.  The  maximum  dividend,  which  may be  paid  in any
twelve-month period without  notification or approval,  is limited to the lesser
of 10% of statutory  surplus as of December 31 of the preceding  year or the net
gain from operations of the preceding  calendar year. Cash dividends may only be
paid  out  of  surplus  derived  from  realized  net  profits.  Based  on  these
limitations,  the Company would not be permitted a dividend distribution without
prior  approval in 2005.  There have been no dividend  payments to the parent in
2004, 2003 or 2002.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values  presented below have been determined by using available  market
information and by applying valuation  methodologies.  Considerable  judgment is
applied in interpreting data to develop the estimates of fair value.  These fair
values may not be realized in a current  market  exchange.  The use of different
market assumptions and/or estimation  methodologies could have a material effect
on the fair values.  The methods and  assumptions  discussed  below were used in
calculating the fair values of the instruments.  See Note 11 for a discussion of
derivative instruments.

Fixed maturities

The fair values of public fixed  maturity  securities are based on quoted market
prices or estimates from independent pricing services.  However, for investments
in  private  placement  fixed  maturity  securities,  this  information  is  not
available. For these private investments, the fair value is determined typically
by using a discounted  cash flow model,  which  considers  current market credit
spreads for publicly traded issues with similar terms by companies of comparable
credit quality,  and an additional  spread  component for the reduced  liquidity
associated  with  private  placements.   This  additional  spread  component  is
determined  based on surveys  of various  third  party  financial  institutions.
Historically,  changes in estimated  future cash flows or the  assessment  of an
issuer's  credit quality have been the more  significant  factors in determining
fair values.

Policy loans

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

Investment contracts

For  guaranteed  investment  contracts,   income  annuities  and  other  similar
contracts without life  contingencies,  fair values are derived using discounted
projected cash flows based on interest rates being offered for similar contracts
with  maturities  consistent  with  those of the  contracts  being  valued.  For
individual  deferred  annuities and other deposit  liabilities,  carrying  value
approximates fair value.

Derivative financial instruments

Refer to Note 11 for the disclosure of fair values on these instruments.


                                      F-26


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

10. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

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



                                                            2004                         2003
                                                 ---------------------------   ---------------------------
                                                   Carrying                      Carrying
                                                    Value        Fair Value       Value        Fair Value
                                                 ------------   ------------   ------------   ------------
                                                                        (in thousands)
                                                                                  
Financial assets:
   Fixed maturities, available for sale          $  6,339,103   $  6,339,103   $  5,953,815   $  5,953,815
   Policy loans                                       856,755        960,391        848,593        992,687
   Short-term investments                             122,061        122,061        160,635        160,635
   Cash and cash equivalents                          743,533        743,533        253,564        253,564
   Separate account assets                         17,326,555     17,326,555     15,772,262     15,772,262

Financial liabilities:
   Investment contracts                             3,749,639      3,772,610      3,438,721      3,505,697
   Cash collateral for loaned securities              410,718        410,718        431,571        431,571
   Securities sold under repurchase agreements         45,254         45,254         97,102         97,102
   Separate account liabilities                    17,326,555     17,326,555     15,772,262     15,772,262


11. DERIVATIVE INSTRUMENTS

Types of Derivative Instruments

Interest rate swaps are used by the Company to manage  interest  rate  exposures
arising from  mismatches  between  assets and  liabilities  (including  duration
mismatches)  and to hedge against  changes in the value of assets it anticipates
acquiring  and other  anticipated  transactions  and  commitments.  Swaps may be
specifically  attributed to specific  assets or liabilities or may be based on a
portfolio  basis.  Under  interest  rate swaps,  the  Company  agrees with other
parties to exchange,  at specified intervals,  the difference between fixed rate
and floating  rate  interest  amounts  calculated by reference to an agreed upon
notional principal amount.  Generally, no cash is exchanged at the outset of the
contract and no principal  payments  are made by either  party.  Cash is paid or
received  based on the terms of the swap.  These  transactions  are entered into
pursuant to master  agreements  that provide for a single net payment to be made
by one counterparty at each due date.

Exchange-traded  futures and  options  are used by the Company to reduce  market
risks from changes in interest rates, to alter  mismatches  between the duration
of assets in a portfolio  and the  duration of  liabilities  supported  by those
assets,  and to hedge  against  changes  in the value of  securities  it owns or
anticipates acquiring or selling. In exchange-traded  futures transactions,  the
Company agrees to purchase or sell a specified  number of contracts,  the values
of which are determined by the values of designated  classes of securities,  and
to post  variation  margin on a daily basis in an amount equal to the difference
in the  daily  market  values  of  those  contracts.  The  Company  enters  into
exchange-traded futures and options with regulated futures commissions merchants
who are members of a trading exchange.

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

Currency derivatives,  including  exchange-traded  currency futures and currency
swaps,  are used by the Company to reduce  market risks from changes in currency
exchange  rates with respect to investments  denominated  in foreign  currencies
that the Company  either  holds or intends to acquire or sell.  The Company also
uses  currency   forwards  to  hedge  the  currency  risk  associated  with  net
investments  in foreign  operations  and  anticipated  earnings  of its  foreign
operations.

Under  currency  swaps,  the Company  agrees with other parties to exchange,  at
specified  intervals,  the  difference  between  one  currency  and another at a
forward exchange rate and calculated by reference to an agreed principal amount.
Generally,  the principal  amount of each currency is exchanged at the beginning
and  termination  of the currency  swap by each party.  These  transactions  are
entered into pursuant to master agreements that provide for a single net payment
to be made by one  counterparty  for payments  made in the same currency at each
due date.


                                      F-27


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

11. DERIVATIVE INSTRUMENTS (continued)

The table below  summarizes  the Company's  outstanding  positions by derivative
instrument  types as of December 31, 2004 and 2003. All of the  derivatives  are
carried on the Consolidated  Statements of Financial  Position at estimated fair
value.

                                              Derivatives
                                  2004                         2003
                       --------------------------    -------------------------
                                       Estimated                    Estimated
                        Notional      fair value      Notional     fair value
                       --------------------------    -------------------------
                                            (in thousands)
Non-Hedge Accounting

Swap instruments:
Interest rate          $    54,750    $      (212)   $    13,750   $       258
Currency                    13,278         (4,414)        16,818        (3,851)

Future contracts:
US Treasury futures       (137,400)          (240)         5,600            (3)

Credit Risk

The Company is exposed to  credit-related  losses in the event of nonperformance
by counterparties to derivative financial  instruments.  Generally,  the current
credit  exposure of the  Company's  derivative  contracts is limited to the fair
value  at  the   reporting   date.   The  credit   exposure  of  the   Company's
over-the-counter  derivative  transactions  is  represented  by the  fair  value
(market  value) of contracts  with a positive fair value  (market  value) at the
reporting date. Because exchange-traded futures and options are effected through
regulated  exchanges,  and positions are marked to market on a daily basis,  the
Company  has  little  exposure  to   credit-related   losses  in  the  event  of
nonperformance by counterparties to such financial instruments.

The Company manages credit risk by entering into  transactions with creditworthy
counterparties  and obtaining  collateral  where  appropriate and customary.  In
addition,  the Company  enters into  over-the-counter  swaps  pursuant to master
agreements that provide for a single net payment to be made by one  counterparty
to another at each due date and upon termination.  Likewise, the Company effects
exchange-traded  futures  and  options  through  regulated  exchanges  and these
positions are marked to market on a daily basis.

12. COMMITMENTS, CONTINGENCIES AND LITIGATION AND REGULATORY MATTERS

Commitments

The Company has made  commitments  to fund $49  million of  commercial  loans in
2005.

Contingencies

On an ongoing basis, our internal  supervisory and control  functions review the
quality of our sales,  marketing and other  customer  interface  procedures  and
practices and may recommend modifications or enhancements.  In certain cases, if
appropriate, we may offer customers remediation and may incur charges, including
the cost of such remediation, administrative costs and regulatory fines.

It is possible that the results of operations or the cash flow of the Company in
a particular quarterly or annual period could be materially affected as a result
of payments in connection with the matters  discussed above depending,  in part,
upon  the  results  of  operations  or cash  flow for  such  period.  Management
believes,  however,  that the ultimate payments in connection with these matters
should not have a material adverse effect on the Company's financial position.


                                      F-28


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

12. COMMITMENTS, CONTINGENCIES AND LITIGATION AND REGULATORY MATTERS (continued)

Litigation and Regulatory Proceedings

The Company is subject to legal and regulatory actions in the ordinary course of
their  businesses,  which may include class action  lawsuits.  Pending legal and
regulatory actions include proceedings relating to aspects of the businesses and
operations  that  are  specific  to the  Company  and that  are  typical  of the
businesses in which the Company operates.  Class action and individual  lawsuits
may  involve a  variety  of  issues  and/or  allegations,  which  include  sales
practices,  underwriting  practices,  claims  payment  and  procedures,  premium
charges,  policy servicing and breach of fiduciary  duties to customers.  We may
also be subject to litigation  arising out of our general  business  activities,
such as our investments and third party contracts.  In certain of these matters,
the plaintiffs may seek large and/or indeterminate  amounts,  including punitive
or exemplary damages.

The  Company  has  received  formal  requests  for  information  relating to its
variable annuity business and  unregistered  separate  accounts from regulators,
including, among others, the Securities and Exchange Commission and the State of
New York Attorney  General's  office.  The Company is cooperating  with all such
inquiries.

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

13. RELATED PARTY TRANSACTIONS

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

Expense Charges and Allocations

Many of the  Company's  expenses  are  allocations  or charges  from  Prudential
Insurance or other  affiliates.  These  expenses can be grouped into general and
administrative expenses and agency distribution expenses.

The  Company's  general and  administrative  expenses are charged to the Company
using allocation methodologies based on business processes.  Management believes
that the  methodology  is reasonable  and reflects  costs incurred by Prudential
Insurance to process transactions on behalf of the Company. The Company operates
under service and lease  agreements  whereby services of officers and employees,
supplies,  use  of  equipment  and  office  space  are  provided  by  Prudential
Insurance.  Beginning in 2003, general and administrative expenses also includes
allocations of stock compensation expenses related to a stock option program and
a deferred compensation program issued by Prudential Financial.

The Company is charged distribution expenses from Prudential  Insurance's agency
network  for both its  domestic  life and  annuity  products  through a transfer
pricing  agreement,  which  is  intended  to  reflect  a  market  based  pricing
arrangement.

Affiliated Asset Management Fee Income

In accordance with a revenue sharing agreement with Prudential  Investments LLC,
which  began  on  February  1,  2002,  the  Company  receives  fee  income  from
policyholders' account balances invested in the Prudential Series Funds ("PSF").
These  revenues  are  recorded as "Asset  management  fees" in the  Consolidated
Statements of Operations and Comprehensive Income.

Corporate Owned Life Insurance

The Company has sold four Corporate Owned Life Insurance or, "COLI," policies to
Prudential Insurance. The cash surrender value included in separate accounts for
the COLI policies was $1.101 billion and $1.018 billion at December 31, 2004 and
December 31, 2003,  respectively.  Fees  related to the COLI  policies  were $13
million,  $12 million and $21 million for the years  ending  December  31, 2004,
2003, and 2002.


                                      F-29


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

13. RELATED PARTY TRANSACTIONS (continued)

Reinsurance with affiliates

Pruco Reinsurance Ltd reinsurance agreement

During September 2003, the Company implemented an agreement to reinsure its term
life insurance policies with an affiliated  company,  Pruco Reinsurance Ltd. or,
"Pruco Re." The Company  reinsured  with Pruco Re a  significant  portion of the
risks under such  policies  through an  automatic  and  facultative  coinsurance
agreement.  This  Agreement  covered all  significant  risks under the  policies
reinsured.  The  Company  is not  relieved  of  its  primary  obligation  to the
policyholder as a result of these  reinsurance  transactions.  This  coinsurance
agreement replaced the yearly renewable term agreements with external reinsurers
that were  previously  in effect on this block of business.  The initial cost of
this transaction of $8 million was deferred and would be amortized over the life
of the underlying insurance policies; $1 million was amortized in 2003 less than
$1 million in 2004 and was recorded in other  income.  Reinsurance  recoverables
related to this transaction were $29 million at December 31, 2003, including the
unamortized  portion of the initial  cost of $7 million.  Premiums  and benefits
ceded in 2003 were $31 million and $7 million, respectively.

During  September  2004,  this  transaction  was  recaptured  by the Company and
replaced  with a new  coinsurance  with PARCC,  described in more detail  below.
Premiums ceded in 2004 were $58 million prior to the recapture.

PARCC

In September  2004,  the Company  entered into an agreement to reinsure its term
life insurance policies with an affiliated company, PARCC. The Company reinsures
with PARCC 90 percent of the risks under such policies  through an automatic and
facultative  coinsurance  agreement.  The Company is not relieved of its primary
obligation to the policyholder as a result of these reinsurance transactions.

Concurrent  with  implementing  this new agreement,  the Company  recaptured the
policies  previously  reinsured  under a  coinsurance  treaty with an affiliated
offshore  captive  company,  Pruco Re Ltd.  The  agreement  had covered all term
policies written on or after October 1, 2002.

The  coinsurance  agreement  with PARCC also replaces the yearly  renewable term
agreements with external reinsurers that were previously in effect on this block
of business.  There was no net cost associated with the initial  transaction and
initial transactions.  Reinsurance recoverables related to this transaction were
$226 million as of December 31, 2004.  Premiums and benefits  ceded in 2004 were
$102 million and $52 million, respectively.

Prudential Insurance

In  December  2004,  the  Company  recaptured  the  excess  of loss  reinsurance
agreement with Prudential  Insurance and replaced it with a revised agreement to
reinsure all risks, not otherwise reinsured. Reinsurance recoverables related to
this  agreement  were $47 million as of December  31,  2004.  The Company is not
relieved  of its primary  obligation  to the  policyholder  as a result of these
reinsurance transactions.

Other affiliated reinsurance agreements

In addition, the Company currently has two other reinsurance agreements in place
with  Prudential  Insurance  and  affiliates.  Specifically,  the  Company has a
reinsurance Group Annuity Contract,  whereby the reinsurer, in consideration for
a single premium payment by the Company,  provides  reinsurance equal to 100% of
all payments due under the contract. In addition, there are two yearly renewable
term  agreements  in which the  Company may offer and the  reinsurer  may accept
reinsurance  on any life in excess of the Company's  maximum limit of retention.
The Company is not relieved of its primary  obligation to the  policyholder as a
result of these reinsurance transactions.

Affiliated  premiums and policy  charges ceded from  domestic  life  reinsurance
agreements  for the periods  ended  December 31, 2004,  2003,  and 2002 were $13
million,  $12 million, and $11 million  respectively.  Affiliated benefits ceded
for the periods  ended  December 31, 2004,  2003,  and 2002 from  domestic  life
reinsurance agreements are $21 million, $38 million, and $33 million.

Group annuities affiliated benefits ceded were $2 million in 2004, $3 million in
2003, and $3 million in 2002.


                                      F-30


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

13. RELATED PARTY TRANSACTIONS (continued)

Taiwan branch reinsurance agreement

On January 31, 2001, the Company  transferred  all of its assets and liabilities
associated with the Company's Taiwan branch including Taiwan's insurance book of
business to an affiliated  Company,  Prudential Life Insurance Company of Taiwan
Inc.   ("Prudential  of  Taiwan"),  a  wholly  owned  subsidiary  of  Prudential
Financial.

The  mechanism  used to transfer this block of business in Taiwan is referred to
as a "full acquisition and assumption"  transaction.  Under this mechanism,  the
Company  is  jointly  liable  with  Prudential  of Taiwan for two years from the
giving of notice to all obligees for all matured  obligations  and for two years
after the maturity date of not-yet-matured obligations.  Prudential of Taiwan is
also contractually liable, under indemnification  provisions of the transaction,
for any liabilities  that may be asserted  against the Company.  The transfer of
the  insurance   related  assets  and   liabilities   was  accounted  for  as  a
long-duration  coinsurance  transaction  under accounting  principles  generally
accepted in the United States.  Under this accounting  treatment,  the insurance
related  liabilities  remain  on the  books  of the  Company  and an  offsetting
reinsurance recoverable is established.

As part  of  this  transaction,  the  Company  made a  capital  contribution  to
Prudential  of Taiwan in the  amount of the net equity of the  Company's  Taiwan
branch as of the date of  transfer.  In July 2001,  the Company  dividended  its
interest in Prudential of Taiwan to Prudential Financial.

Affiliated premiums ceded for the periods ended December 31, 2004, 2003 and 2002
from the Taiwan  coinsurance  agreement  were $85  million,  $84 million and $80
million, respectively.  Affiliated benefits ceded for the periods ended December
31, 2004, 2003 and 2002; from the Taiwan coinsurance agreement were $12 million,
$13 million and $14 million, respectively.

Included  in the  total  reinsurance  recoverable  balances  for  both  domestic
(including PARCC and Pruco Re) and Taiwan agreements were affiliated reinsurance
recoverables  of $752 million and $455 million at December 31, 2004 and December
31, 2003, respectively. Of these affiliated amounts, the reinsurance recoverable
related to the Taiwan coinsurance agreement was $467 million and $376 million at
December 31, 2004 and December 31, 2003, respectively.

Purchase of fixed maturities from an affiliate

During 2003,  the Company  invested $112 million in the  preferred  stock of two
Delaware  corporations (the "DE Subs"),  which were created to acquire municipal
fixed  maturity  investments  from an affiliate of the Company.  The DE Subs are
included  in  the  Company's  consolidated   financial  statements.   Prudential
Financial,  Inc., the Company's  ultimate parent company,  owns a nominal common
stock investment in each of the DE Subs.

The DE Subs purchased municipal fixed maturity investments for $112 million, the
acquisition-date fair value, but reflected the investments at historic amortized
cost of the affiliate.  The difference  between the historic  amortized cost and
the fair value,  net of taxes was  reflected as a reduction to  paid-in-capital.
The fixed maturity  investments  are  categorized in the Company's  consolidated
balance sheet as available-for-sale  debt securities,  and are therefore carried
at fair  value,  with the  difference  between  amortized  cost  and fair  value
reflected in accumulated other comprehensive income.

In addition,  the Company also purchased  corporate fixed maturities with a fair
value of $52 million from the same affiliate.  These  investments were reflected
in the same  manner as is  described  above,  with the  difference  between  the
historic  amortized  cost  and the  fair  value,  net of  taxes  reflected  as a
reduction of  paid-in-capital  with an offsetting  increase to accumulated other
comprehensive income. The difference between the historic amortized cost and the
fair value,  net of taxes for both the  municipal  securities  and the corporate
securities was $8 million.

During 2004, the Company invested an additional $110 million in fixed maturities
owned by Prudential Insurance, but reflected these investments at amortized cost
of  $99  million.  The  Company  also  sold  $31  million  of  fixed  maturities
securities,  recorded at an  amortized  cost of $29 million,  to PARCC.  The net
difference  between the historic amortized cost and the fair value, net of taxes
for both of these  transactions was $5 million and was recorded as a decrease to
paid in capital as described above.

Debt Agreements

The Company has a revolving  line of credit  facility of up to $800 million with
Prudential Funding, LLC, a wholly owned subsidiary of Prudential Insurance.  The
total of asset-based  financing and borrowing  under this credit facility cannot
be more than $800  million.  As of December  31,  2004 and 2003,  there was $456
million and $529 million,  respectively,  of asset-based financing. There was no
debt outstanding to Prudential Funding, LLC as of December 31, 2004 or 2003.


                                      F-31


Pruco Life Insurance Company and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

14. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited  quarterly  results of operations for the years ended December 31,
2004 and 2003 are summarized in the table below:



                                                               Three months ended (in thousands)
                                                      ----------------------------------------------------
                                                      March 31       June 30     September 30  December 31
                                                      ----------------------------------------------------
2004                                                                       (restated)
                                                                                     
Total revenues                                         $287,928      $280,195      $275,712      $286,297
Total benefits and expenses                             248,012       259,261       245,464       231,906
Income from operations before income taxes before
Cumulative effect of accounting change                   39,916        20,934        30,248        54,391
Net income                                               22,389        18,672        28,989        43,411
                                                      ----------------------------------------------------

                                                      ----------------------------------------------------
2003
Total revenues                                         $257,396      $275,715      $274,742      $269,116
Total benefits and expenses                             234,240       247,437       245,744       230,566
Income from operations before income taxes before
Cumulative effect of accounting change                   23,156        28,278        28,998        38,550
Net income                                               18,712        21,805        19,171        25,245


                                      F-32