Exhibit 99.6


                                                               December 22, 1998

The Prudential Insurance Company of America
Prudential Plaza
Newark, New Jersey 07102-3777


To Prudential:

This opinion is furnished in connection with the registration by The Prudential
Insurance Company of America of its Variable Universal Life Contract
("Contract") under the Securities Act of 1933.  The prospectus included in Pre-
Effective Amendment No. 1 to Registration Statement No. 333-64957 on Form S-6
describes the Contract.  I have reviewed the Contract and I have participated in
the preparation and review of the Registration Statement and Exhibits thereto.
In my opinion:

     (1)  The illustrations of cash surrender values and death benefits included
          in the section of the prospectus entitled "Illustrations of Cash
          Surrender Values, Death Benefits, and Accumulated Premiums," based on
          the assumptions stated in the illustrations, are consistent with the
          provisions of the Contracts.  The rate structure of the Contract has
          not been designed so as to make the relationship between premiums and
          benefits, as shown in the illustrations, appear more favorable to a
          prospective purchaser of a Contract for male age 35 than to
          prospective purchasers of Contracts on males of other ages or on
          females.

     (2)  The examples shown in the section of the prospectus entitled "Changing
          the Type of Death Benefit" are consistent with the provisions of the
          Contract.

     (3)  The examples shown in the section of the prospectus entitled "Death
          Benefit Guarantee" are consistent with the provisions of the Contract.

     (4)  The charts included in the sections of the prospectus "How a Type A
          (Fixed) Contract's Death Benefit Will Vary" and "How a Type B
          (Variable) Contract's Death Benefit Will Vary" are consistent with the
          provisions of the Contract.

     (5)  The deduction in an amount equal to 1.25% of each premium is a
          reasonable charge in relation to the additional income tax burden
          imposed upon The Prudential Insurance Company of America as the result
          of the enactment of Section 848 of the internal Revenue Code.  In
          reaching that conclusion, a number of factors were taken into account
          that, in my opinion, were appropriate and which resulted in a project
          after-tax rate of return that is a reasonable rate  to use in
          discounting the tax benefit of the deductions allowed in Section 848
          in taxable years subsequent to the year in which the premiums are
          received.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.

Very truly yours,


/S/     Ching-Meei Chang
- --------------------------------------------
Ching-Meei Chang, FSA, MAAA
Actuarial Director
The Prudential Insurance Company of America


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