AS FILED WITH THE SEC ON APRIL 20, 2007

                                                    REGISTRATION NO. 333-103474
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                        POST-EFFECTIVE AMENDMENT NO. 9

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

                         PRUCO LIFE INSURANCE COMPANY
                          (Exact Name of Registrant)

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

                                    ARIZONA
        (State or other jurisdiction of incorporation or organization)

                                   22-194455
                    (I.R.S. Employer Identification Number)

                       C/O PRUCO LIFE INSURANCE COMPANY
                             213 WASHINGTON STREET
                         NEWARK, NEW JERSEY 07102-2992
                                (973) 802-7333
         (Address and telephone number of principal executive offices)

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

                               THOMAS C. CASTANO
                                   SECRETARY
                         PRUCO LIFE INSURANCE COMPANY
                             213 WASHINGTON STREET
                         NEWARK, NEW JERSEY 07102-2992
                                (973) 802-4708
          (Name, address, and telephone number of agent for service)

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

                                  Copies to:
                            C. CHRISTOPHER SPRAGUE
                       VICE PRESIDENT, CORPORATE COUNSEL
                           THE PRUDENTIAL INSURANCE
                              COMPANY OF AMERICA
                             213 WASHINGTON STREET
                         NEWARK, NEW JERSEY 07102-2992
                                (973) 802-6997

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



Approximate date of commencement of proposed sale to the public--May 1, 2007

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]

If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box [ ]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box [ ]

                        CALCULATION OF REGISTRATION FEE

 ------------------------------------------------------------------------------
 TITLE OF EACH                                    PROPOSED MAXIMUM
 CLASS OF                        PROPOSED MAXIMUM    AGGREGATE      AMOUNT OF
 SECURITIES TO BE   AMOUNT TO BE  OFFERING PRICE      OFFERING     REGISTRATION
 REGISTERED         REGISTERED*     PER UNIT*          PRICE          FEE**
 ------------------------------------------------------------------------------
 Market-value
   adjustment
   annuity
   contracts (or
   modified
   guaranteed
   annuity
   contracts)       $200,000,000                    $200,000,000       $-0-
 ------------------------------------------------------------------------------
*  Securities are not issued in predetermined units.
** Registration fee for these securities was paid at the time they were
   originally registered on Form S-3 as filed by Pruco Life Insurance Company
   on February 27, 2003.

================================================================================



                            STRATEGIC PARTNERS/SM/ ANNUITY ONE VARIABLE ANNUITY
                                                        PROSPECTUS: MAY 1, 2007

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


 This Prospectus describes an Individual Variable Annuity Contract offered by
 Pruco Life Insurance Company (Pruco Life) and the Pruco Life Flexible Premium
 Annuity Account. Pruco Life offers several different annuities which your
 representative may be authorized to offer to you. Each annuity has different
 features and benefits that may be appropriate for you based on your financial
 situation, your age and how you intend to use the Annuity. Please note that
 selling broker-dealer firms through which the contract is sold may decline to
 make available to their customers certain of the optional features and
 investment options offered generally under the contract. Alternatively, such
 firms may restrict the availability of the optional benefits that they do make
 available to their customers (e.g., by imposing a lower maximum issue age for
 certain optional benefits than what is prescribed generally under the
 contract). Please speak to your registered representative for further details.
 The different features and benefits include variations in death benefit
 protection and the ability to access your annuity's contract value. The fees
 and charges under the annuity contract and the compensation paid to your
 representative may also be different among each annuity. If you are purchasing
 the contract as a replacement for existing variable annuity or variable life
 coverage, you should consider, among other things, any surrender or penalty
 charges you may incur when replacing your existing coverage. pruco life is a
 wholly-owned subsidiary of the Prudential Insurance Company of America.


 THE FUNDS

 Strategic Partners Annuity One offers a wide variety of investment choices,
 including variable investment options that invest in underlying mutual funds.
 Currently, portfolios of the following underlying mutual funds are being
 offered: The Prudential Series Fund, Advanced Series Trust (formerly named
 American Skandia Trust), Gartmore Variable Insurance Trust, and Janus Aspen
 Series (see next page for list of portfolios currently offered).


 You may choose between two basic versions of Strategic Partners Annuity One.
 One version, the Contract With Credit, provides for a bonus credit that we add
 to each purchase payment you make. If you choose this version of Strategic
 Partners Annuity One, some charges and expenses may be higher than if you
 choose the version without the credit. Those higher charges could exceed the
 amount of the credit under some circumstances, particularly if you withdraw
 purchase payments within a few years of making those purchase payments. The
 Contract With Credit comes in two forms -- one form under which bonus credits
 generally are not recaptured once the free look period expires and which bears
 higher charges, and the other form under which bonus credits vest over several
 years. We will continue to offer the later version of the Contract With Credit
 in a State until the State has approved the former version, after which
 approval we will offer only the former version.

 PLEASE READ THIS PROSPECTUS
 Please read this prospectus before purchasing a Strategic Partners Annuity One
 variable annuity contract, and keep it for future reference. The current
 prospectuses for the underlying mutual funds contain important information
 about the mutual funds. When you invest in a variable investment option that
 is funded by a mutual fund, you should read the mutual fund prospectus and
 keep it for future reference.

 TO LEARN MORE ABOUT STRATEGIC PARTNERS ANNUITY ONE
 To learn more about the Strategic Partners Annuity One variable annuity, you
 can request a copy of the Statement of Additional Information (SAI) dated
 May 1, 2007. The SAI has been filed with the Securities and Exchange
 Commission (SEC) and is legally a part of this prospectus. Pruco Life also
 files other reports with the SEC. All of these filings can be reviewed and
 copied at the SEC's office, and can also be obtained from the SEC's Public
 Reference Section, 100 F Street, N.E., Washington, D.C. 20549. (See SEC file
 number 333-37728.) You may obtain information on the operation of the Public
 Reference Room by calling the SEC at (202) 551-8090. The SEC maintains a Web
 site (http://www.sec.gov) that contains the Strategic Partners Annuity One
 SAI, material incorporated by reference, and other information regarding
 registrants that file electronically with the SEC. The Table of Contents of
 the SAI is set forth in Section 10 of this prospectus.

 For a free copy of the SAI, call us at (888) PRU-2888, or write to us at
 Prudential Annuity Service Center, P.O. Box 7960, Philadelphia, PA 19176.

 The SEC has not determined that this contract is a good investment, nor has
 the SEC determined that this Prospectus is complete or accurate. It is a
 criminal offense to state otherwise. Investment in a Variable Annuity Contract
 is subject to risk, including the possible loss of your money. An investment
 in Strategic Partners Annuity one is not a bank deposit and is not insured by
 the Federal Deposit Insurance Corporation or any other government agency.

 Strategic Partners/SM/ is a service mark of the Prudential Insurance Company
 of America.   ORD000045





 The Prudential Series Fund
   Jennison Portfolio

   Equity Portfolio
   Global Portfolio
   Money Market Portfolio
   Stock Index Portfolio
   Value Portfolio
   SP Aggressive Growth Asset Allocation Portfolio
   SP Balanced Asset Allocation Portfolio
   SP Conservative Asset Allocation Portfolio
   SP Growth Asset Allocation Portfolio

   SP AIM Core Equity Portfolio
   SP Davis Value Portfolio

   SP International Growth Portfolio

   SP International Value Portfolio
   SP Mid Cap Growth Portfolio
   SP PIMCO High Yield Portfolio
   SP PIMCO Total Return Portfolio
   SP Prudential U.S. Emerging Growth Portfolio
   SP Small-Cap Growth Portfolio
   SP Small Cap Value Portfolio
   SP Strategic Partners Focused Growth Portfolio
   SP T. Rowe Price Large-Cap Growth Portfolio


 Advanced Series Trust

   AST Advanced Strategies Portfolio
   AST Aggressive Asset Allocation Portfolio
   AST AllianceBernstein Core Value Portfolio
   AST AllianceBernstein Growth & Income Portfolio
   AST AllianceBernstein Managed Index 500 Portfolio
   AST American Century Income & Growth Portfolio

   AST American Century Strategic Allocation Portfolio

   AST Balanced Asset Allocation Portfolio
   AST Capital Growth Asset Allocation Portfolio
   AST Cohen & Steers Realty Portfolio
   AST Conservative Asset Allocation Portfolio
   AST DeAM Large-Cap Value Portfolio


   AST DeAM Small-Cap Value Portfolio
   AST Federated Aggressive Growth Portfolio
   AST First Trust Balanced Target Portfolio
   AST First Trust Capital Appreciation Target Portfolio


   AST Goldman Sachs Concentrated Growth Portfolio
   AST Goldman Sachs Mid-Cap Growth Portfolio
   AST High Yield Portfolio
   AST JPMorgan International Equity Portfolio
   AST Large-Cap Value Portfolio
   AST Lord Abbett Bond-Debenture Portfolio
   AST Marsico Capital Growth Portfolio
   AST MFS Global Equity Portfolio
   AST MFS Growth Portfolio
   AST Mid-Cap Value Portfolio
   AST Neuberger Berman Mid-Cap Growth Portfolio
   AST Neuberger Berman Mid-Cap Value Portfolio

   AST Neuberger Berman Small-Cap Growth Portfolio

   AST PIMCO Limited Maturity Bond Portfolio
   AST Preservation Asset Allocation Portfolio
   AST Small-Cap Value Portfolio
   AST T. Rowe Price Asset Allocation Portfolio
   AST T. Rowe Price Global Bond Portfolio
   AST T. Rowe Price Natural Resources Portfolio

   AST UBS Dynamic Alpha Portfolio


 Gartmore Variable Insurance Trust
   GVIT Developing Markets Fund

 Janus Aspen Series
   Large Cap Growth Portfolio -- Service Shares



                                   CONTENTS



                                                                                       
PART I: STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS SUMMARY................................  5
 GLOSSARY................................................................................  6
 SUMMARY................................................................................. 10
 SUMMARY OF CONTRACT EXPENSES............................................................ 14
 EXPENSE EXAMPLES........................................................................ 18

PART II: STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS SECTIONS 1-10

 SECTION 1: WHAT IS THE STRATEGIC PARTNERS ANNUITY ONE VARIABLE ANNUITY?................. 22
   SHORT TERM CANCELLATION RIGHT OR "FREE LOOK".......................................... 23

 SECTION 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?........................................ 23
   VARIABLE INVESTMENT OPTIONS........................................................... 23
   FIXED INTEREST RATE OPTIONS........................................................... 34
   TRANSFERS AMONG OPTIONS............................................................... 35
   ADDITIONAL TRANSFER RESTRICTIONS...................................................... 35
   DOLLAR COST AVERAGING................................................................. 36
   ASSET ALLOCATION PROGRAM.............................................................. 37
   AUTO-REBALANCING...................................................................... 37
   SCHEDULED TRANSACTIONS................................................................ 37
   VOTING RIGHTS......................................................................... 37
   SUBSTITUTION.......................................................................... 38

 SECTION 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE? (ANNUITIZATION) 38
   PAYMENT PROVISIONS.................................................................... 38
   PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT...................... 38
     OPTION 1: ANNUITY PAYMENTS FOR A FIXED PERIOD....................................... 38
     OPTION 2: LIFE ANNUITY WITH 120 PAYMENTS (10 YEARS) CERTAIN......................... 38
     OPTION 3: INTEREST PAYMENT OPTION................................................... 39
     OTHER ANNUITY OPTIONS............................................................... 39
   TAX CONSIDERATIONS.................................................................... 39
   GUARANTEED MINIMUM INCOME BENEFIT..................................................... 39
     GMIB OPTION 1 - SINGLE LIFE PAYOUT OPTION........................................... 40
     GMIB OPTION 2 - JOINT LIFE PAYOUT OPTION............................................ 40
   HOW WE DETERMINE ANNUITY PAYMENTS..................................................... 41

 SECTION 4: WHAT IS THE DEATH BENEFIT?................................................... 42
   BENEFICIARY........................................................................... 42
   CALCULATION OF THE DEATH BENEFIT...................................................... 42
   GUARANTEED MINIMUM DEATH BENEFIT...................................................... 42
     GMDB ROLL-UP........................................................................ 42
     GMDB STEP-UP........................................................................ 42
   SPECIAL RULES IF JOINT OWNERS......................................................... 43
   PAYOUT OPTIONS........................................................................ 43
   BENEFICIARY CONTINUATION OPTION....................................................... 44
   EARNINGS APPRECIATOR BENEFIT.......................................................... 45
   SPOUSAL CONTINUANCE OPTION............................................................ 46

 SECTION 5: WHAT IS THE LIFETIME FIVE/SM/ INCOME BENEFIT?................................ 48
   LIFETIME FIVE INCOME BENEFIT.......................................................... 48

 SECTION 6: HOW CAN I PURCHASE A STRATEGIC PARTNERS ANNUITY ONE CONTRACT?................ 53
   PURCHASE PAYMENTS..................................................................... 53
   ALLOCATION OF PURCHASE PAYMENTS....................................................... 54
   CREDITS............................................................................... 54
   CALCULATING CONTRACT VALUE............................................................ 55



                                      3





                                                                                        

 SECTION 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE
   CONTRACT?.............................................................................. 55
   INSURANCE AND ADMINISTRATIVE CHARGES................................................... 56
   WITHDRAWAL CHARGE...................................................................... 56
   WAIVER OF WITHDRAWAL CHARGES FOR CRITICAL CARE......................................... 57
   REQUIRED MINIMUM DISTRIBUTIONS......................................................... 57
   CONTRACT MAINTENANCE CHARGE............................................................ 58
   GUARANTEED MINIMUM INCOME BENEFIT CHARGE............................................... 58
   EARNINGS APPRECIATOR BENEFIT CHARGE.................................................... 58
   BENEFICIARY CONTINUATION OPTION CHARGES . ............................................. 59
   TAXES ATTRIBUTABLE TO PREMIUM.......................................................... 59
   TRANSFER FEE........................................................................... 59
   COMPANY TAXES.......................................................................... 59
   UNDERLYING MUTUAL FUND FEES............................................................ 59

 SECTION 8: HOW CAN I ACCESS MY MONEY?.................................................... 60
   WITHDRAWALS DURING THE ACCUMULATION PHASE.............................................. 60
   AUTOMATED WITHDRAWALS.................................................................. 60
   SUSPENSION OF PAYMENTS OR TRANSFERS.................................................... 60

 SECTION 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY
   ONE CONTRACT?.......................................................................... 60
   CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT PLANS)...... 61
   CONTRACTS HELD BY TAX-FAVORED PLANS.................................................... 64

 SECTION 10: OTHER INFORMATION............................................................ 68
   PRUCO LIFE INSURANCE COMPANY........................................................... 68
   THE SEPARATE ACCOUNT................................................................... 68
   SALE AND DISTRIBUTION OF THE CONTRACT.................................................. 68
   LITIGATION............................................................................. 69
   ASSIGNMENT............................................................................. 69
   FINANCIAL STATEMENTS................................................................... 69
   STATEMENT OF ADDITIONAL INFORMATION.................................................... 69
   HOUSEHOLDING........................................................................... 70



                                                              

APPENDIX A - ACCUMULATION UNIT VALUES........................... A-1

APPENDIX B - CALCULATION OF EARNINGS APPRECIATOR BENEFIT........ B-1

APPENDIX C - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU C-1


                                      4



  PART I SUMMARY
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS

                                      5



           PART I: STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS SUMMARY

 GLOSSARY

 We have tried to make this prospectus as easy to read and understand as
 possible. By the nature of the contract, however, certain technical words or
 terms are unavoidable. We have identified the following as some of these words
 or terms.

 Accumulation Phase
 The period that begins with the contract date (which we define below) and ends
 when you start receiving income payments, or earlier if the contract is
 terminated through a full withdrawal or payment of a death benefit.

 Adjusted Contract Value
 When you begin receiving income payments, the value of your contract minus any
 charge we impose for premium taxes and withdrawal charges.

 Adjusted Purchase Payment
 Your invested purchase payment is adjusted for any subsequent withdrawals. The
 adjusted purchase payment is used only for calculations of the Earnings
 Appreciator Benefit.

 Annual Income Amount
 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as the annuitant lives. The Annual Income Amount is
 set initially as a percentage of the Protected Withdrawal Value, but will be
 adjusted to reflect subsequent purchase payments, withdrawals, and any step-up.

 Annual Withdrawal Amount
 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as there is Protected Withdrawal Value remaining.
 The Annual Withdrawal Amount is set initially to equal 7% of the initial
 Protected Withdrawal Value, but will be adjusted to reflect subsequent
 purchase payments, withdrawals, and any step-up.

 Annuitant
 The person whose life determines the amount of income payments that we will
 pay. If the annuitant dies before the annuity date, the co-annuitant (if any)
 becomes the annuitant if the contract's requirements for changing the annuity
 date are met. If, upon the death of the annuitant, there is no surviving
 eligible co-annuitant, and the owner is not the annuitant, then the owner
 becomes the annuitant.


 Generally, if an annuity is owned by an entity and the entity has named a
 co-annuitant, the co-annuitant will become the annuitant upon the death of the
 annuitant, and no death benefit is payable. Unless we agree otherwise, the
 contract is eligible to have a co-annuitant designation only if the entity
 that owns the contract is (1) a plan described in Internal Revenue Code
 Section 72(s)(5)(A)(i) (or any successor Code section thereto); (2) an entity
 described in Code Section 72(u)(1) (or any successor Code section thereto); or
 (3) a custodial account established pursuant to the provisions in Code
 Section 408(a) (or any successor Code section thereto) ("Custodial Account").
 However, the Contract Value as of the date of due proof of death of the
 annuitant will reflect the amount that would have been payable had a death
 benefit been paid.

 Where the contract is held by a Custodial Account, the co-annuitant will not
 automatically become the annuitant upon the death of the annuitant. Upon the
 death of the annuitant, the Custodial Account will have the choice, subject to
 our rules, to either elect to receive the death benefit or elect to continue
 the contract. If the Custodial Account continues the contract, then the
 Contract Value as of the date of due proof of death of the annuitant will
 reflect the amount that would have been payable had a death benefit been paid.


 Annuity Date
 The date when income payments are scheduled to begin. You must have our
 permission to change the annuity date. If the co-annuitant becomes the
 annuitant due to the death of the annuitant, and the co-annuitant is older
 than the annuitant, then the annuity date will be based on the age of the
 co-annuitant, provided that the contract's requirements for changing the
 annuity date are met (e.g., the co-annuitant cannot be older than a specified
 age). If the co-annuitant is younger than the annuitant, then the annuity date
 will remain unchanged.

 Beneficiary
 The person(s) or entity you have chosen to receive a death benefit.

 Business Day
 A day on which the New York Stock Exchange is open for business. Our business
 day generally ends at 4:00 p.m. Eastern time.

                                      6



 Co-Annuitant

 The person shown on the contract data pages who becomes the annuitant (if
 eligible) upon the death of the annuitant if the contract's requirements for
 changing the annuity date are met.


 Contract Date
 The date we accept your initial purchase payment and all necessary paperwork
 in good order at the Prudential Annuity Service Center. Contract anniversaries
 are measured from the contract date. A contract year starts on the contract
 date or on a contract anniversary.

 Contract Owner, Owner, or You
 The person entitled to the ownership rights under the contract.

 Contract Value

 This is the total value of your contract, equal to the sum of the values of
 your investment in each investment option you have chosen. Your Contract Value
 will go up or down based on the performance of the investment options you
 choose.


 Contract With Credit
 A version of the annuity contract that provides for a bonus credit with each
 purchase payment that you make and has higher withdrawal charges and (with
 respect to the later version of the contract) higher insurance and
 administrative costs than the Contract Without Credit.

 Contract Without Credit
 A version of the annuity contract that does not provide a credit and has lower
 withdrawal charges than the Contract With Credit and (with respect to the
 later version of the Contract With Credit) lower insurance and administrative
 costs.

 Credit
 If you choose the Contract With Credit, this is the bonus amount that we
 allocate to your account each time you make a purchase payment. The amount of
 the credit is a percentage of the purchase payment. Under one version of the
 Contract With Credit, the credit is subject to a vesting schedule, which means
 that if you withdraw all or part of a purchase payment within a certain
 period, or you begin the income phase or we pay a death benefit during that
 period, we may take back all or part of the credit. Under another version of
 the Contract With Credit, bonus credits generally are not recaptured once the
 free look period expires. Our reference in the preceding sentence to
 "generally are not recaptured" refers to the fact that we have the contractual
 right to deduct, from the death benefit we pay, the amount of any credit
 corresponding to a purchase payment made within one year before death. We have
 the ability to recapture such credits under both versions of the Contract With
 Credit. See Section 6, "How Can I Purchase A Strategic Partners Annuity One
 Contract?"

 Death Benefit
 If a death benefit is payable, the beneficiary you designate will receive, at
 a minimum, the total invested purchase payments, reduced proportionally by
 withdrawals, or a potentially greater amount related to market appreciation.
 The Guaranteed Minimum Death Benefit is available for an additional charge.
 See Section 4, "What Is the Death Benefit?"

 Dollar Cost Averaging Fixed Rate Option (DCA Fixed Rate Option)
 An investment option that offers a fixed rate of interest for a selected
 period during which periodic transfers are automatically made to selected
 variable investment options.

 Earnings Appreciator Benefit (EAB)
 An optional feature available for an additional charge that may provide a
 supplemental death benefit based on earnings under the contract.

 Fixed Interest Rate Options
 Under the Contract Without Credit, these are investment options that offer a
 fixed rate of interest for either a one-year period (fixed rate option) or a
 selected period during which periodic transfers are made to selected variable
 investment options.

 Good Order
 An instruction received at the Prudential Annuity Service Center, utilizing
 such forms, signatures and dating as we require, which is sufficiently clear
 that we do not need to exercise any discretion to follow such instructions.

 Guaranteed Minimum Death Benefit (GMDB)
 An optional feature available for an additional charge that guarantees that
 the death benefit that the beneficiary receives will be no less than a certain
 GMDB protected value.

                                      7



 GLOSSARY continued


 GMDB Protected Value
 The amount guaranteed under the Guaranteed Minimum Death Benefit, which may
 equal the GMDB roll-up value, the GMDB step-value, or the greater of the two.
 The GMDB protected value will be subject to certain age restrictions and time
 durations, however, it will still increase by subsequent invested purchase
 payments and reduce proportionally by withdrawals.

 GMDB Roll-Up
 We use the GMDB roll-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. The GMDB roll-up is equal to the invested
 purchase payments compounded daily at an effective annual interest rate
 starting on the date that each invested purchase payment is made, subject to a
 cap, and reduced proportionally by withdrawals.

 GMDB Step-Up

 We use the GMDB step-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. Generally speaking, the GMDB step-up
 establishes a "high water mark" of protected value that we would pay upon
 death, even if the Contract Value has declined. For example, if the GMDB
 step-up were set at $100,000 on a contract anniversary, and the Contract Value
 subsequently declined to $80,000 on the date of death, the GMDB step-up value
 would nonetheless remain $100,000 (assuming no additional purchase payments or
 withdrawals).


 Guaranteed Minimum Income Benefit (GMIB)
 An optional feature available for an additional charge that guarantees that
 the income payments you receive during the income phase will be no less than a
 certain GMIB protected value applied to the GMIB guaranteed annuity purchase
 rates.

 GMIB Protected Value
 We use the GMIB protected value to calculate annuity payments should you
 annuitize under the Guaranteed Minimum Income Benefit. The value is calculated
 daily and is equal to the GMIB roll-up, until the GMIB roll-up either reaches
 its cap or if we stop applying the annual interest rate based on the age of
 the annuitant or number of contract anniversaries. At such point, the GMIB
 protected value will be increased by any subsequent invested purchase
 payments, and any withdrawals will proportionally reduce the GMIB protected
 value. The GMIB protected value is not available as a cash surrender benefit
 or a death benefit, nor is it used to calculate the cash surrender value or
 death benefit.

 Income Options
 Options under the contract that define the frequency and duration of income
 payments. In your contract, we also refer to these as payout or annuity
 options.

 Income Phase
 The period during which you receive income payments under the contract.

 Invested Purchase Payments
 Your purchase payments (which we define below) less any deduction we make for
 any tax charge.

 Joint Owner
 The person named as the joint owner, who shares ownership rights with the
 owner as defined in the contract. A joint owner must be a natural person.

 Lifetime Five Income Benefit

 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. There are two options -- one is designed to
 provide an annual withdrawal amount for life and the other is designed to
 provide a greater annual withdrawal amount (than the first option) as long as
 there is Protected Withdrawal Value.


 Net Purchase Payments
 Your total purchase payments less any withdrawals you have made.

 Proportional Withdrawals

 A method that involves calculating the percentage of your Contract Value that
 each prior withdrawal represented when withdrawn. Proportional withdrawals
 result in a reduction to the applicable benefit value by reducing such value
 in the same proportion as the Contract Value was reduced by the withdrawal as
 of the date the withdrawal occurred.


                                      8



 Protected Withdrawal Value

 Under the Lifetime Five Income Benefit, an amount that we guarantee regardless
 of the investment performance of your Contract Value. Please refer to
 Section 5 for more information on how the Protected Withdrawal Value is
 determined.


 Prudential Annuity Service Center
 For general correspondence: P.O. Box 7960, Philadelphia, PA 19176. For express
 overnight mail: 2101 Welsh Road, Dresher, PA 19025. The telephone number is
 (888) PRU-2888. Prudential's Web site is www.prudential.com.

 Purchase Payments
 The amount of money you pay us to purchase the contract. Generally, you can
 make additional purchase payments at any time during the accumulation phase.

 Separate Account
 Purchase payments allocated to the variable investment options are held by us
 in a separate account called the Pruco Life Flexible Premium Variable Annuity
 Account. The separate account is set apart from all of the general assets of
 Pruco Life.

 Statement of Additional Information
 A document containing certain additional information about the Strategic
 Partners Annuity One variable annuity. We have filed the Statement of
 Additional Information with the Securities and Exchange Commission and it is
 legally a part of this prospectus. To learn how to obtain a copy of the
 Statement of Additional Information, see the front cover of this prospectus.

 Tax Deferral
 This is a way to increase your assets without currently being taxed.
 Generally, you do not pay taxes on your contract earnings until you take money
 out of your contract. You should be aware that tax favored plans (such as
 IRAs) already provide tax deferral regardless of whether they invest in
 annuity contracts. See Section 9, "What Are The Tax Considerations Associated
 With The Strategic Partners Annuity One Contract?"

 Variable Investment Option
 When you choose a variable investment option, we purchase shares of the
 underlying mutual fund that are held as an investment for that option. We hold
 these shares in the separate account. The division of the separate account of
 Pruco Life that invests in a particular mutual fund is referred to in your
 contract as a subaccount.

                                      9



 SUMMARY FOR SECTIONS 1-10

 For a more complete discussion of the following topics, see the corresponding
 section in Part II of the prospectus.

 SECTION 1
 What Is The Strategic Partners Annuity One Variable Annuity?
 The Strategic Partners Annuity One variable annuity is a contract between you,
 the owner, and us, the insurance company, Pruco Life Insurance Company (Pruco
 Life, we or us). The contract allows you to invest on a tax-deferred basis in
 variable investment options and if you choose the Contract Without Credit,
 fixed interest rate options. The contract is intended for retirement savings
 or other long-term investment purposes and provides for a death benefit.

 There are two basic versions of the Strategic Partners Annuity One variable
 annuity discussed in this prospectus.

 Contract With Credit.

..   provides for a bonus credit that we add to each purchase payment that you
    make,
..   has higher withdrawal charges than the Contract Without Credit,
..   the version of the contract under which bonus credits generally are not
    recaptured after the free look period has higher insurance and
    administrative charges than the Contract Without Credit,
..   has no fixed interest rate investment options available,
..   comes in one version under which bonus credits generally are not recaptured
    once the free look period expires, and another version under which bonus
    credits vest over a period of several years. Once a State has approved the
    former version, we will cease offering the later version, and
..   Under the Contract With Credit under which bonus credits generally are not
    recaptured once the free look period expires, we have the contractual right
    to deduct, from the death benefit we pay, the amount of any credit
    corresponding to a purchase payment made within one year before death.

 Contract Without Credit.

..   does not provide a credit,
..   has lower withdrawal charges than the Contract With Credit.
..   has lower insurance and administrative costs than the Contract With Credit
    under which the bonus credits generally are not recaptured after the free
    look period,
..   offers two fixed interest rate investment options: a one-year fixed rate
    option and a dollar cost averaging fixed rate option.


 Beginning in 2002, we started offering a version of both the Contract Without
 Credit and the Contract With Credit that differ from the previously-issued
 contracts with regard to maximum issue age, maximum annuitization age, Spousal
 Continuance Option, credit amount, contract maintenance charge, and minimum
 guaranteed interest rate. This subsequent version of the Strategic Partners
 Annuity One contract is described in a different prospectus.


 The variable investment options available under the contract offer the
 opportunity for a favorable return. However, this is NOT guaranteed. It is
 possible, due to market changes, that your investments may decrease in value,
 including an investment in the Prudential Money Market Portfolio variable
 investment option.

 The fixed interest rate options available under the Contract Without Credit
 offer a guaranteed interest rate. While your money is allocated to one of
 these options, your principal amount will not decrease and we guarantee that
 your money will earn at least the annual minimum interest rate dictated by
 applicable state law.

 You may make up to 12 free transfers each contract year among the investment
 options. For the Contract Without Credit, certain restrictions apply to
 transfers involving the fixed interest rate options.

 The contract, like all deferred annuity contracts, has two phases: the
 accumulation phase and the income phase.

..   During the accumulation phase, any earnings grow on a tax-deferred basis
    and are generally only taxed as income when you make a withdrawal.
..   The income phase starts when you begin receiving regular payments from your
    contract.

 The amount of money you are able to accumulate in your contract during the
 accumulation phase will help determine the amount you will receive during the
 income phase. Other factors will affect the amount of your payments, such as
 age, gender, and the payout option you select.

 The contract offers a choice of income and death benefit options, which may
 also be available to you.

                                      10



 There are certain state variations to this contract that are referred to in
 this prospectus. Please see your contract for further information on these and
 other variations.

 We may amend the contract as permitted by law. For example, we may add new
 features to the contract. Subject to applicable law, we determine whether or
 not to make such contract amendments available to contracts that already have
 been issued.

 If you change your mind about owning Strategic Partners Annuity One, you may
 cancel your contract within 10 days after receiving it (or whatever period is
 required under applicable law). This time period is referred to as the "Free
 Look" period.

 SECTION 2
 What Investment Options Can I Choose?
 You can invest your money in several variable investment options. The variable
 investment options are classified according to their investment style, and a
 brief description of each portfolio's investment objective and key policies is
 set forth in Section 2, to assist you in determining which portfolios may be
 of interest to you.

 Depending upon market conditions, you may earn or lose money in any of these
 options. The value of your contract will fluctuate depending upon the
 performance of the underlying mutual fund portfolios used by the variable
 investment options that you choose. Past performance is not a guarantee of
 future results.

 Under the Contract Without Credit, you may also invest your money in fixed
 interest rate options.

 SECTION 3
 What Kind Of Payments Will I Receive During The Income Phase? (Annuitization)
 If you want to receive regular income from your annuity, you can choose one of
 several options, including guaranteed payments for the annuitant's lifetime.
 Generally, once you begin receiving regular payments, you cannot change your
 payment plan.

 For an additional fee, you may also choose, if it is available under your
 contract, the Guaranteed Minimum Income Benefit (GMIB). The Guaranteed Minimum
 Income Benefit provides that once the income period begins, your income
 payments will be no less than a value that is based on a certain "GMIB
 protected value" applied to the GMIB guaranteed annuity purchase rates. See
 Section 3, "What Kind Of Payments Will I Receive During The Income Phase?"

 The Lifetime Five Income Benefit (discussed in Section 5) may provide an
 additional amount upon which your annuity payments are based.

 SECTION 4
 What Is The Death Benefit?

 In general, if the sole owner, or last surviving of the owner and joint owner,
 dies before the income phase of the contract begins, the person(s) or entity
 that you have chosen as your beneficiary will receive, at a minimum, the
 greater of (i) the Contract Value, (ii) either the base death benefit or, for
 a higher insurance charge, a potentially larger Guaranteed Minimum Death
 Benefit (GMDB).


 The base death benefit equals the total invested purchase payments reduced
 proportionally by withdrawals. The Guaranteed Minimum Death Benefit is equal
 to a "GMDB protected value" that depends upon which of the following
 Guaranteed Minimum Death Benefit options you choose:

..   the highest value of the contract on any contract anniversary, which we
    call the "GMDB step-up value";
..   the total amount you invest increased by a guaranteed rate of return, which
    we call the "GMDB roll-up value"; or
..   the greater of the GMDB step-up value and GMDB roll-up value.


 On the date we receive proof of death in good order, in lieu of paying a death
 benefit, we will allow the surviving spouse to continue the contract by
 exercising the Spousal Continuance Option, if the conditions that we describe,
 in Section 4, are met.


 For an additional fee, you may also choose, if it is available under your
 contract, the Earnings Appreciator supplemental death benefit which provides a
 benefit payment upon the death of the sole owner, or last surviving of the
 owner and joint owner, during the accumulation phase.

 SECTION 5
 What Is The Lifetime Five/SM/ Income Benefit?
 The Lifetime Five Income Benefit is an optional feature that guarantees your
 ability to withdraw an amount equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your

                                      11



 SUMMARY FOR SECTIONS 1-10 continued


 Contract Value, subject to our rules regarding the timing and amounts of
 withdrawals. There are two options--one is designed to provide an annual
 withdrawal amount for life (the "Life Income Benefit"), and the other is
 designed to provide a greater annual withdrawal amount (than the first
 option), as long as there is Protected Withdrawal Value (adjusted, as
 described in Section 5) (the "Withdrawal Benefit"). The annuitant must be at
 least 45 years old when the Lifetime Five Income Benefit is elected.

 The charge for the Lifetime Five Income Benefit is a daily fee equal on an
 annual basis to 0.60% of the Contract Value allocated to the variable
 investment options. This charge is in addition to the charge for the
 applicable death benefit.


 SECTION 6
 How Can I Purchase A Strategic Partners Annuity One Contract?
 You can purchase this contract, unless we agree otherwise and subject to our
 rules, with a minimum initial purchase payment of $10,000. You must get our
 prior approval for any initial and additional purchase payment of $1,000,000
 or more, unless we are prohibited under applicable state law from insisting on
 such prior approval. Generally, you can make additional purchase payments of
 $1,000 ($100 if made through electronic funds transfer) or more at any time
 during the accumulation phase of the contract. Your representative can help
 you fill out the proper forms. The Contract With Credit provides for the
 allocation of a credit with each purchase payment.

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger (or age 80 depending on the
 version of the contract) on the contract date. In addition, certain age limits
 apply to certain features and benefits described herein.

 SECTION 7
 What Are The Expenses Associated With The Strategic Partners Annuity One
 Contract?
 The contract has insurance features and investment features, both of which
 have related costs and charges.


..   Each year (or upon full surrender) we deduct a contract maintenance charge.
    For the original version of the contract, if your Contract Value is $50,000
    or more, we do not deduct such a charge. If your Contract Value is less
    than $50,000, we deduct a charge equal to the lesser of $30 or 2% of your
    Contract Value. For the later version of the contract, we deduct a contract
    maintenance charge of $35 if your Contract Value is less than $75,000 (or
    2% of your Contract Value, if that amount is less than $35).

..   For insurance and administrative costs, we also deduct a daily charge based
    on the average daily value of all assets allocated to the variable
    investment options, depending on the death benefit (or other) option that
    you choose. The daily cost is equivalent to an annual charge as follows:
    -- 1.40% if you choose the base death benefit,
    -- 1.60% if you choose the roll-up or step-up Guaranteed Minimum Death
       Benefit option (i.e., 0.20% in addition to the base death benefit
       charge), or
    -- 1.70% if you choose the greater of the roll-up and step-up Guaranteed
       Minimum Death Benefit option (i.e., 0.30% in addition to the base death
       benefit charge), or
    -- 0.60% if you choose the Lifetime Five Income Benefit (1.50% maximum
       charge). This charge is in addition to the charge for the applicable
       death benefit.
..   We will deduct an additional charge under the version of the Contract With
    Credit under which bonus credits generally are not recaptured once the free
    look period expires. The charge for this feature is equal to 0.10% annually.

..   We will deduct an additional charge if you choose the Guaranteed Minimum
    Income Benefit. We deduct this annual charge from your Contract Value on
    the contract anniversary and upon certain other events. The charge for this
    benefit is equal to 0.25% of the average GMIB protected value. In the
    future, we may also offer other options, for which different charges may
    apply (1.00% maximum charge).
..   We will deduct an additional charge if you choose the Earnings Appreciator
    supplemental death benefit. We deduct this charge from your Contract Value
    on the contract anniversary and upon certain other events. The charge for
    this benefit is based on an annual rate of 0.15% of your Contract Value if
    you have also selected the Guaranteed Minimum Death Benefit option (0.20%
    if you have not selected the Guaranteed Minimum Death Benefit Option).
..   There are a few states/jurisdictions that assess a premium tax on us when
    you begin receiving regular income payments from your annuity. In those
    states, we deduct a charge designed to approximate this tax, which can
    range from 0-3.5% of your Contract Value.
..   There are also expenses associated with the mutual funds. For 2006, the
    fees of these funds ranged from 0.37% to 1.19% annually. For certain funds,
    expenses are reduced pursuant to expense waivers and comparable
    arrangements. In general, these expense waivers and comparable arrangements
    are not guaranteed, and may be terminated at any time.


                                      12



..   If you withdraw money (or you begin the income phase) less than:
    -- nine contract anniversaries after the purchase payment, if you purchase
       the Contract With Credit under which bonus credits vest over a seven
       year period, or
    -- seven contract anniversaries after the purchase payment, if you purchase
       the Contract Without Credit, then you may have to pay a withdrawal
       charge on all or part of the withdrawal. This charge ranges from 1-7%.
       For the version of the Contract With Credit under which bonus credits
       generally are not recaptured once the free look period expires, a
       withdrawal charge applies at any time prior to the seventh contract
       anniversary after a purchase payment was made, which ranges from 5-8%.

 For more information, including details about other possible charges under the
 contract, see "Summary Of Contract Expenses" and Section 7, "What Are The
 Expenses Associated With The Strategic Partners Annuity One Contract?"

 SECTION 8
 How Can I Access My Money?
 You may withdraw money at any time during the accumulation phase. You may,
 however, be subject to income tax and, if you make a withdrawal prior to age
 59 1/2, an additional tax penalty as well. If you withdraw money less than
 nine years (for the Contract With Credit under which bonus credits vest over a
 seven year period) or seven years (for the Contract Without Credit) after
 making a purchase payment, we may impose a withdrawal charge. For the Contract
 With Credit under which bonus credits generally are not recaptured once the
 free look period expires, a withdrawal charge applies during the first seven
 contract years after a purchase payment was made, which ranges from 5-8%. In
 addition, if you purchase a Contract With Credit, we may take back any credit
 that has not vested that corresponds to the purchase payment(s) you withdraw.


 We offer an optional benefit, called the Lifetime Five Income Benefit, under
 which we guarantee that certain amounts will be available to you for
 withdrawal, regardless of market-related declines in your Contract Value. You
 need not participate in this benefit in order to withdraw some or all of your
 money.


 SECTION 9
 What Are The Tax Considerations Associated With The Strategic Partners Annuity
 One Contract?
 Your earnings are generally not taxed until withdrawn. If you withdraw money
 during the accumulation phase, the tax laws treat the withdrawal as first a
 withdrawal of earnings, which are taxed as ordinary income. If you are younger
 than age 59 1/2 when you take money out, you may be charged a 10% federal tax
 penalty on the earnings in addition to ordinary taxation. A portion of the
 payments you receive during the income phase is considered a partial return of
 your original investment and therefore will not be taxable as income.
 Generally, all amounts withdrawn from an Individual Retirement Annuity (IRA)
 contract (excluding Roth IRAs) are taxable and subject to the 10% penalty if
 withdrawn prior to age 59 1/2.

 SECTION 10
 Other Information
 This contract is issued by Pruco Life Insurance Company (Pruco Life), a
 subsidiary of The Prudential Insurance Company of America, and sold by
 registered representatives of affiliated and unaffiliated broker/dealers.

                                      13



 SUMMARY OF CONTRACT EXPENSES


 The purpose of this summary is to help you to understand the costs you will
 pay for Strategic Partners Annuity One. The following tables describe the fees
 and expenses that you will pay when buying, owning, and surrendering the
 contract. The first table describes the fees and expenses that you will pay at
 the time that you buy the contract, surrender the contract, or transfer cash
 value between investment options.


 For more detailed information, including additional information about current
 and maximum charges, see Section 7, "What Are The Expenses Associated With The
 Strategic Partners Annuity One Contract?" The individual fund prospectuses
 contain detailed expense information about the underlying mutual funds.



- -------------------------------------------------------------------------------------------------------------------
                                     CONTRACT OWNER TRANSACTION EXPENSES
- -------------------------------------------------------------------------------------------------------------------
   Withdrawal Charge/1/
- -------------------------------------------------------------------------------------------------------------------
                                                             Contract With Credit
                                                           (Bonus Credits Generally
    Number of Contract          Contract With Credit        Not Recapturable After
      Anniversaries           (Bonus Credits Vest Over     Expiration of Free Look
  Since Purchase Payment         Seven Year Period)                Period)              Contract Without Credit
- -------------------------------------------------------------------------------------------------------------------
                                                                              
            0                            7%                           8%                           7%
- -------------------------------------------------------------------------------------------------------------------
            1                            7%                           8%                           6%
- -------------------------------------------------------------------------------------------------------------------
            2                            7%                           8%                           5%
- -------------------------------------------------------------------------------------------------------------------
            3                            6%                           8%                           4%
- -------------------------------------------------------------------------------------------------------------------
            4                            5%                           7%                           3%
- -------------------------------------------------------------------------------------------------------------------
            5                            4%                           6%                           2%
- -------------------------------------------------------------------------------------------------------------------
            6                            3%                           5%                           1%
- -------------------------------------------------------------------------------------------------------------------
            7                            2%                           0%                           0%
- -------------------------------------------------------------------------------------------------------------------
            8                            1%                           0%                           0%
- -------------------------------------------------------------------------------------------------------------------
            9                            0%                           0%                           0%
- -------------------------------------------------------------------------------------------------------------------





 -------------------------------------------------------------------------------
         Maximum Transfer Fee
 -------------------------------------------------------------------------------
                                      
 Each transfer after 12/2/                              $30.00
 -------------------------------------------------------------------------------
 Each transfer after 20 (Beneficiary                    $10.00
 Continuation Option only)
 -------------------------------------------------------------------------------
     Charge for premium tax imposed on us by certain States/Jurisdictions
 -------------------------------------------------------------------------------
                         Up to 3.5% of Contract Value
 -------------------------------------------------------------------------------




 1  Each contract year, you may withdraw a specified amount of your Contract
    Value without incurring a withdrawal charge. We will waive the withdrawal
    charge if we pay a death benefit or under certain other circumstances. See
    "Withdrawal Charge" in Section 7. In certain states reduced withdrawal
    charges may apply under the Contract With Credit. Your contract contains
    the applicable charges.
 2  Currently we charge $25 for each transfer after the twelfth in a contract
    year. As shown in the table, we can increase that charge up to a maximum of
    $30, but have no current intention to do so. We will not charge you for
    transfers made in connection with Dollar Cost Averaging and
    Auto-Rebalancing and do not count them toward the limit of 12 free
    transfers per year. There is a unique transfer fee under the Beneficiary
    Continuation Option.


                                      14



 The next table describes the fees and expenses you will pay periodically
 during the time that you own the contract, not including underlying mutual
 fund fees and expenses.




 -----------------------------------------------------------------------------
                          PERIODIC ACCOUNT EXPENSES
 -----------------------------------------------------------------------------
                                     
 Maximum Contract Maintenance Charge                   $60.00
 and Contract Charge Upon Full
 Withdrawal/3/
 -----------------------------------------------------------------------------
 Maximum Annual Contract Fee if         lesser of $30 or 2% of Contract Value
 Contract Value is less than $25,000
 (Beneficiary Continuation option only)
 -----------------------------------------------------------------------------
      Insurance and Administrative Expenses with the Indicated Benefits
 -----------------------------------------------------------------------------
 As a Percentage of Account Value in Variable Investment Options (except as
 indicated):






- --------------------------------------------------------------------------------------------------------------------
                                               Contract with Credit            Contract without Credit or Contract
                                           (bonus credits generally not         with Credit (version under which
                                         recapturable after expiration of      bonus credits vest over seven year
                                                 free look period)                           period)
- --------------------------------------------------------------------------------------------------------------------
                                                                        
Maximum charge for Lifetime Five/4/                    1.50%                                  1.50%
- --------------------------------------------------------------------------------------------------------------------
Lifetime Five Income Benefit (current                  0.60%                                  0.60%
charge)
- --------------------------------------------------------------------------------------------------------------------
Base Death Benefit                                     1.50%                                  1.40%
- --------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Death Benefit                       1.70%                                  1.60%
Option - Roll-Up or Step-Up
- --------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Death Benefit                       1.80%                                  1.70%
Option - Greater of Roll-Up or Step-Up
- --------------------------------------------------------------------------------------------------------------------
Maximum Annual Guaranteed Minimum                      1.00%                                  1.00%
Income Benefit Charge and Charge Upon
Certain withdrawals as a percentage
of average GMIB Protected Value
- --------------------------------------------------------------------------------------------------------------------





                                      
 -------------------------------------------------------------------------------
 Current Guaranteed Minimum Income       0.25% (for each version of contract)
 Benefit Charge, as a percentage of
 average GMIB Protected Value/5/
 -------------------------------------------------------------------------------
 Annual Earnings Appreciator Charge and Charge upon certain Transactions/6/
                                           0.20% of Contract Value (0.15% if
                                           Guaranteed Minimum Death Benefit
                                          Option is also selected) (for each
                                                 version of contract)
 -------------------------------------------------------------------------------
 Settlement Service Charge (if the         1.00% (each version of contract)
 Owner's beneficiary elects the
 Beneficiary Continuation Option)/7/
 -------------------------------------------------------------------------------




 3  As shown in the table above, we have the right to assess a fee of up to $60
    annually and at the time of full withdrawal. For the original version of
    the contract, if your Contract Value is $50,000 or more, we do not deduct
    such a charge. If your Contract Value is less than $50,000, we deduct a
    charge equal to $30 or, if your Contract Value is less than $1,500, equal
    to 2% of your Contract Value. Under the most recent version of the
    contract, we assess a fee of $35 against contracts valued less than $75,000
    (or 2% of Contract Value, if less).
 4  We have the right to increase the charge for this benefit up to the 1.50%
    maximum upon a step-up, or for a new election of the benefit. However, we
    have no present intention of increasing the charge for this benefit to that
    maximum level.
 5  We impose this charge only if you choose the Guaranteed Minimum Income
    Benefit. This charge currently is equal to 0.25% of the average GMIB
    protected value, and is subject to a 1.00% maximum. Subject to certain age
    restrictions, the roll-up value is the total of all invested purchase
    payments compounded daily at an effective annual rate of 5%, subject to a
    cap of 200% of all invested purchase payments. Both the roll-up value and
    the cap are reduced proportionally by withdrawals. We assess this fee each
    contract anniversary and when you begin the income phase of your contract.
    We also assess this fee if you make a full withdrawal, but prorate the fee
    based on the portion of the contract year that has elapsed since the full
    annual fee was most recently deducted. If you make a partial withdrawal, we
    will assess the prorated fee if the remaining Contract Value after the
    withdrawal would be less than the amount of the prorated fee; otherwise we
    will not assess the fee at that time.
 6  We impose this charge only if you choose the Earnings Appreciator death
    benefit. The charge for this benefit is based on an annual rate of 0.15% of
    your Contract Value if you have also selected a Guaranteed Minimum Death
    Benefit option (0.20% if you have not selected a Guaranteed Minimum Death
    Benefit option). We deduct this charge annually. We also deduct this charge
    if you make a full withdrawal or enter the income phase of your contract,
    or if a death benefit is payable, but prorate the fee to reflect a partial
    rather than full year. If you make a partial withdrawal, we will deduct the
    prorated fee if the remaining Contract Value after the withdrawal would be
    less than the amount of the prorated fee; otherwise we will not deduct the
    fee at that time. The fee is also calculated when you make any purchase
    payment or withdrawal but we do not deduct it until the next deduction date.
 7  The other Insurance and Administrative Expense Charges do not apply if you
    are a beneficiary under the Beneficiary Continuation Option. Instead, the
    Settlement Service Charge set forth here applies, if your beneficiary
    elects the Beneficiary Continuation Option. The 1.00% charge is an annual
    charge that is assessed daily against the assets in the variable investment
    options.


                                      15



 SUMMARY OF CONTRACT EXPENSES continued


                  -------------------------------------------
                  TOTAL ANNUAL MUTUAL FUND OPERATING EXPENSES
                  -------------------------------------------

 The next item shows the minimum and maximum total operating expenses (expenses
 that are deducted from underlying mutual fund assets, including management
 fees, distribution and/or service (12b-1) fees, and other expenses) charged by
 the underlying mutual funds that you may pay periodically during the time that
 you own the contract. More detail concerning each underlying mutual fund's
 fees and expenses is contained below and in the prospectus for each underlying
 mutual fund. The minimum and maximum total operating expenses depicted below
 are based on historical fund expenses for the year ended December 31, 2006.
 Fund expenses are not fixed or guaranteed by the Strategic Partners Annuity
 One contract, and may vary from year to year.




- --------------------------------------------------------------------------------------
                                       MINIMUM                      MAXIMUM
- --------------------------------------------------------------------------------------
                                                    
Total Annual Underlying                 0.37%                        1.19%
  Mutual Fund Operating
  Expenses*
- --------------------------------------------------------------------------------------



 *  See "Summary of Contract Expenses"--Underlying Mutual Fund Portfolio Annual
    Expenses for more detail on the expenses of the underlying mutual funds.






- ----------------------------------------------------------------------------------------------------------------------
                                  UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                      (as a percentage of the average net assets of the underlying Portfolios)
- ----------------------------------------------------------------------------------------------------------------------
                                                                   For the year ended December 31, 2006
               UNDERLYING PORTFOLIOS                 -----------------------------------------------------------------
                                                     Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                    Expenses /3/           Portfolio Fees  Portfolio
                                                                                           & Expenses /1/  Operating
                                                                                                          Expenses /2/
- -                                                    -----------------------------------------------------------------
                                                                                           
Prudential Series Fund
 Equity Portfolio                                        0.45%         0.02%       0.00%       0.00%         0.47%
 Global Portfolio                                        0.75%         0.09%       0.00%       0.00%         0.84%
 Jennison Portfolio                                      0.60%         0.03%       0.00%       0.00%         0.63%
 Money Market Portfolio                                  0.40%         0.03%       0.00%       0.00%         0.43%
 Stock Index Portfolio /4/                               0.35%         0.02%       0.00%       0.00%         0.37%
 Value Portfolio                                         0.40%         0.03%       0.00%       0.00%         0.43%
 SP Aggressive Growth Asset Allocation Portfolio         0.05%         0.07%       0.00%       0.86%         0.98%
 SP Balanced Asset Allocation Portfolio                  0.05%         0.01%       0.00%       0.77%         0.83%
 SP Conservative Asset Allocation Portfolio              0.05%         0.02%       0.00%       0.72%         0.79%
 SP Growth Asset Allocation Portfolio                    0.05%         0.01%       0.00%       0.81%         0.87%
 SP AIM Core Equity Portfolio                            0.85%         0.44%       0.00%       0.00%         1.29%
 SP Davis Value Portfolio                                0.75%         0.06%       0.00%       0.00%         0.81%
 SP International Growth Portfolio /5/                   0.85%         0.12%       0.00%       0.00%         0.97%
 SP International Value Portfolio /6/                    0.90%         0.09%       0.00%       0.00%         0.99%
 SP Mid Cap Growth Portfolio                             0.80%         0.11%       0.00%       0.00%         0.91%
 SP PIMCO High Yield Portfolio                           0.60%         0.10%       0.00%       0.00%         0.70%
 SP PIMCO Total Return Portfolio                         0.60%         0.06%       0.00%       0.00%         0.66%
 SP Prudential U.S. Emerging Growth Portfolio            0.60%         0.07%       0.00%       0.00%         0.67%
 SP Small Cap Growth Portfolio                           0.95%         0.19%       0.00%       0.00%         1.14%
 SP Small Cap Value Portfolio                            0.90%         0.06%       0.00%       0.00%         0.96%
 SP Strategic Partners Focused Growth Portfolio          0.90%         0.26%       0.00%       0.00%         1.16%
 SP T. Rowe Price Large Cap Growth Portfolio             0.90%         0.29%       0.00%       0.00%         1.19%
Advanced Series Trust /7,8/
 AST JPMorgan International Equity Portfolio             0.87%         0.16%       0.00%       0.00%         1.03%
 AST MFS Global Equity Portfolio                         1.00%         0.25%       0.00%       0.00%         1.25%
 AST Small-Cap Value Portfolio                           0.90%         0.18%       0.00%       0.00%         1.08%
 AST Neuberger Berman Small-Cap Growth Portfolio /9/     0.95%         0.16%       0.00%       0.00%         1.11%
 AST Federated Aggressive Growth Portfolio               0.95%         0.14%       0.00%       0.00%         1.09%
 AST DeAM Small-Cap Value Portfolio                      0.95%         0.23%       0.00%       0.00%         1.18%
 AST Goldman Sachs Mid-Cap Growth Portfolio              1.00%         0.15%       0.00%       0.00%         1.15%
 AST Neuberger Berman Mid-Cap Growth Portfolio           0.90%         0.14%       0.00%       0.00%         1.04%
 AST Neuberger Berman Mid-Cap Value Portfolio            0.89%         0.11%       0.00%       0.00%         1.00%
 AST Mid-Cap Value Portfolio                             0.95%         0.21%       0.00%       0.00%         1.16%
 AST MFS Growth Portfolio                                0.90%         0.13%       0.00%       0.00%         1.03%
 AST Marsico Capital Growth Portfolio                    0.90%         0.11%       0.00%       0.00%         1.01%
 AST Goldman Sachs Concentrated Growth Portfolio         0.90%         0.13%       0.00%       0.00%         1.03%
 AST DeAM Large-Cap Value Portfolio                      0.85%         0.15%       0.00%       0.00%         1.00%
 AST Large-Cap Value Portfolio                           0.75%         0.11%       0.00%       0.00%         0.86%



                                      16






- ---------------------------------------------------------------------------------------------------------------------------
                                     UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                         (as a percentage of the average net assets of the underlying Portfolios)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2006
                  UNDERLYING PORTFOLIOS                   -----------------------------------------------------------------
                                                          Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                         Expenses /3/           Portfolio Fees  Portfolio
                                                                                                & Expenses /1/  Operating
                                                                                                               Expenses /2/
- -                                                         -----------------------------------------------------------------
                                                                                                
 AST AllianceBernstein Core Value Portfolio                   0.75%         0.14%       0.00%       0.00%         0.89%
 AST AllianceBernstein Managed Index 500 Portfolio            0.60%         0.14%       0.00%       0.00%         0.74%
 AST American Century Income & Growth Portfolio               0.75%         0.15%       0.00%       0.00%         0.90%
 AST AllianceBernstein Growth & Income Portfolio              0.75%         0.11%       0.00%       0.00%         0.86%
 AST Cohen & Steers Realty Portfolio                          1.00%         0.13%       0.00%       0.00%         1.13%
 AST T. Rowe Price Natural Resources Portfolio                0.90%         0.13%       0.00%       0.00%         1.03%
 AST American Century Strategic Allocation Portfolio /10/     0.85%         0.21%       0.00%       0.00%         1.06%
 AST Advanced Strategies Portfolio                            0.85%         0.24%       0.00%       0.00%         1.09%
 AST T. Rowe Price Asset Allocation Portfolio                 0.85%         0.14%       0.00%       0.00%         0.99%
 AST UBS Dynamic Alpha Portfolio /11/                         1.00%         0.21%       0.00%       0.00%         1.21%
 AST First Trust Balanced Target Portfolio                    0.85%         0.21%       0.00%       0.00%         1.06%
 AST First Trust Capital Appreciation Target Portfolio        0.85%         0.19%       0.00%       0.00%         1.04%
 AST Aggressive Asset Allocation Portfolio                    0.15%         0.05%       0.00%       0.99%         1.19%
 AST Capital Growth Asset Allocation Portfolio                0.15%         0.02%       0.00%       0.95%         1.12%
 AST Balanced Asset Allocation Portfolio                      0.15%         0.02%       0.00%       0.90%         1.07%
 AST Conservative Asset Allocation Portfolio                  0.15%         0.04%       0.00%       0.89%         1.08%
 AST Preservation Asset Allocation Portfolio                  0.15%         0.08%       0.00%       0.82%         1.05%
 AST T. Rowe Price Global Bond Portfolio                      0.80%         0.16%       0.00%       0.00%         0.96%
 AST High Yield Portfolio /12/                                0.75%         0.15%       0.00%       0.00%         0.90%
 AST Lord Abbett Bond-Debenture Portfolio                     0.80%         0.14%       0.00%       0.00%         0.94%
 AST PIMCO Limited Maturity Bond Portfolio                    0.65%         0.12%       0.00%       0.00%         0.77%
Gartmore Variable Insurance Trust
 GVIT Developing Markets /13/                                 1.05%         0.35%       0.25%       0.00%         1.65%
Janus Aspen Series
 Large Cap Growth Portfolio--Service Shares                   0.64%         0.05%       0.25%       0.00%         0.94%




 1. Each Asset Allocation Portfolio invests in shares of other Portfolios of
    the Fund and the Advanced Series Trust (the Acquired Portfolios). In
    addition, each Portfolio may invest otherwise uninvested cash in the Dryden
    Core Investment Fund (Money Market and/or Short-Term Bond Series).

    Investors in an Asset Allocation Portfolio or other Portfolio indirectly
    bear the fees and expenses of the Acquired Portfolios and/or Dryden Core
    Investment Fund. The expenses shown in the column "Acquired Portfolio Fees
    and Expenses" represent a weighted average of the expense ratios of the
    Acquired Portfolios and/or Dryden Core Investment Fund, in which the Asset
    Allocation Portfolios or other Portfolios invested during the year ended
    December 31, 2006. The Asset Allocation Portfolios do not pay any
    transaction fees when they purchase and redeem shares of the Acquired
    Portfolios.

    Where "Acquired Portfolio Fees and Expenses" are less than 0.01%, such
    expenses are included in the column titled "Other Expenses." This may cause
    the Total Annual Portfolio Operating Expenses to differ from those set
    forth in the Financial Highlights tables of the respective Portfolios.

    Effective March 1, 2007, each of the Asset Allocation Portfolios became
    responsible for the payment of its own "Other Expenses," including, without
    limitation, custodian fees, legal fees, trustee fees and audit fees, in
    accordance with the terms of the management agreement. Prior to that time,
    Prudential Investments LLC or an affiliate paid the "other expenses" of the
    Asset Allocation Portfolios. The table reflects an annualized estimate of
    the "Other Expenses" of the Asset Allocation Portfolios for the year ended
    December 31, 2006 had the current arrangement been in place during that
    year.

 2. Prudential Investments LLC has voluntarily agreed to waive a portion of its
    management fee and/or limit total expenses (expressed as an annual
    percentage of average daily net assets) for certain Portfolios of the Fund.
    These arrangements, which are set forth as follows, may be discontinued or
    otherwise modified at any time. Equity Portfolio: 0.75%; Jennison
    Portfolio: 0.75%; Money Market Portfolio: 0.75%; Stock Index Portfolio:
    0.75%; Value Portfolio: 0.75%; SP AIM Core Equity Portfolio: 1.00%; SP
    International Value Portfolio: 1.00%; SP International Growth Portfolio:
    1.24%; SP Mid Cap Growth Portfolio: 1.00%; SP PIMCO High Yield Portfolio:
    0.82%; SP PIMCO Total Return Portfolio: 0.76%; SP Small Cap Growth
    Portfolio: 1.15%; SP Small Cap Value Portfolio: 1.05%; SP T. Rowe Price
    Large Cap Growth Portfolio: 1.06%.

 3. As noted above, shares of the Portfolios generally are purchased through
    variable insurance products. Many of the Portfolios and/or their investment
    advisers and/or distributors have entered into arrangements with us as the
    issuer of each Annuity under which they compensate us for providing ongoing
    services in lieu of the Trust providing such services. Amounts paid by a
    Portfolio under those arrangements are included under "Other Expenses." For
    more information see the prospectus for each underlying portfolio and
    Variable Investment Options in this section.

 4. The Portfolio's contractual management fee rate is as follows: 0.35% for
    average net assets up to $4 billion, and 0.30% for average net assets in
    excess of $4 billion.

 5. Effective November 13, 2006, Marsico Capital Management, LLC was added as a
    Sub-advisor to the Portfolio. Prior to November 13, 2006, William Blair &
    Company, LLC served as the sole Sub-advisor of the Portfolio, then named
    the "SP William Blair International Growth Portfolio."

 6. Effective November 13, 2006, Thornburg Investment Management, Inc. was
    added as a Sub-advisor to the Portfolio. Prior to November 13, 2006, LSV
    Asset Management served as the sole Sub-advisor of the Portfolio, then
    named the "SP LSV International Value Portfolio."

 7. The AST Aggressive Asset Allocation, the AST Balanced Asset Allocation, the
    AST Capital Growth Asset Allocation, the AST Conservative Asset Allocation
    and the AST Preservation Asset Allocation Portfolios (the "Dynamic Asset
    Allocation Portfolios") each invest in other investment companies


                                      17



 SUMMARY OF CONTRACT EXPENSES continued


    (the Acquired Portfolios). For example, each Dynamic Asset Allocation
    Portfolio invests in shares of other Portfolios of the Advanced Series
    Trust, and some Portfolios invest in other funds, including the Dryden Core
    Investment Fund. Investors in a Portfolio indirectly bear the fees and
    expenses of the Acquired Portfolios. The expenses shown in the column
    "Acquired Portfolio Fees and Expenses" represent a weighted average of the
    expense ratios of the Acquired Portfolios in which each Dynamic Asset
    Allocation Portfolio invested during the year ended December 31, 2006. The
    Dynamic Asset Allocation Portfolios do not pay any transaction fees when
    they purchase or redeem shares of the Acquired Portfolios. Where "Acquired
    Portfolio Fees and Expenses" are less than 0.01%, such expenses are
    included in the column titled "Other Expenses." This may cause the Total
    Annual Portfolio Operating Expenses to differ from those set forth in the
    Financial Highlights tables in the prospectus for the Portfolios.

 8. The total actual operating expenses for certain of the Portfolios listed
    above for the year ended December 31, 2006 were less than the amounts shown
    in the table above, due to fee waivers, reimbursement of expenses, and
    expense offset arrangements ("Arrangements"). These Arrangements are
    voluntary and may be terminated at any time. In addition, the Arrangements
    may be modified periodically. For more information regarding the
    Arrangements, please see the Prospectus and Statement of Additional
    Information for the Portfolios.

 9. Effective May 1, 2007, Neuberger Berman Management, Inc. became Sub-advisor
    to the Portfolio. Prior to May 1, 2007, Deutsche Asset Management, Inc.
    served as Sub-advisor of the Portfolio, then named the "AST DeAM Small-Cap
    Growth Portfolio."

 10.Prior to May 1, 2007 the Portfolio was named the "AST American Century
    Strategic Balanced Portfolio."

 11.Prior to May 1, 2007 the Portfolio was named the "AST Global Allocation
    Portfolio." Expenses shown are the annualized estimated operating expense
    for AST UBS Dynamic Alpha Portfolio effective May 1, 2007. Operating
    expenses for the AST Global Allocation Portfolio based upon the year ended
    December 31, 2006 would be as follows: Shareholder Fees (fees paid directly
    from your investment) - None; Management Fees - .10%; Distribution (12b-1)
    Fees - None; Other Expenses - .09%; Acquired Portfolio Fees & Expenses -
    .88%; Total Annual Portfolio Operating Expenses - 1.07%.

 12.Effective June 16, 2006, Goldman Sachs Asset Management L.P. no longer
    serves as a Co-Sub-advisor to the Portfolio.

 13.Effective January 1, 2006, the management fee was lowered by 0.10% to the
    base fee described above. Beginning January 1, 2007, the management fee may
    be adjusted, on a quarterly basis, upward or downward depending on the
    Fund's performance relative to its benchmark, the MSCI Emerging Markets
    Free Index. As a result, beginning January 1, 2007, if the management fee
    were calculated taking into account the current base fee (as stated in the
    table above) and the maximum performance fee adjustment of 0.10% (+/-), the
    management fee could range from 0.95% at its lowest to 1.15% at its highest.


 EXPENSE EXAMPLES
 These examples are intended to help you compare the cost of investing in the
 contract with the cost of investing in other variable annuity contracts. These
 costs include contract owner transaction expenses, contract fees, separate
 account annual expenses, and underlying mutual fund fees and expenses.

 The examples assume that you invest $10,000 in the contract for the time
 periods indicated. The examples also assume that your investment has a 5%
 return each year and assume the maximum fees and expenses of any of the mutual
 funds, which do not reflect any expense reimbursements or waivers. Although
 your actual costs may be higher or lower, based on these assumptions, your
 costs would be as indicated in the tables that follow.

 Example 1a: Contract With Credit (bonus credits vest over seven year period):
 Greater of Roll-up and Step-up Guaranteed Minimum Death Benefit Option;
 Lifetime Five Income Benefit; Earnings Appreciator Benefit and You Withdraw
 All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract With Credit (bonus credits vest over
    seven year period);
..   You choose a Guaranteed Minimum Death Benefit that provides the greater of
    the step-up and roll-up death benefit;
..   You choose the Lifetime Five Income Benefit;
..   You choose the Earnings Appreciator Benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses;

..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;

..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and
..   You withdraw all your assets at the end of the indicated period.

 Example 1b: Contract With Credit (bonus credits vest over seven year period):
 Greater of Roll-up and Step-up Guaranteed Minimum Death Benefit Option;
 Lifetime Five Income Benefit; Earnings Appreciator Benefit and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 2a: Contract With Credit (bonus credits vest over seven year period):
 Base Death Benefit, and You Withdraw All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract With Credit (bonus credits vest over
    seven year period);
..   You do not choose any optional insurance benefit;

                                      18



..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;
..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and
..   You withdraw all your assets at the end of the indicated period.

 Example 2b: Contract With Credit (bonus credits vest over seven year period):
 Base Death Benefit, and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 3a: Contract With Credit (bonus credits are generally not recapturable
 after expiration of free look period): Greater of Roll-up and Step-up
 Guaranteed Minimum Death Benefit Option; Lifetime Five Income Benefit;
 Earnings Appreciator Benefit and You Withdraw All Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

 Example 3b: Contract With Credit (bonus credits are generally not recapturable
 after expiration of the free look period): Greater of Roll-up and Step-up
 Guaranteed Minimum Death Benefit Option; Lifetime Five Income Benefit;
 Earnings Appreciator Benefit and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1b except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

 Example 4a: Contract With Credit (bonus credits are generally not recapturable
 after expiration of free look period): Base Death Benefit, and You Withdraw
 All Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

 Example 4b: Contract With Credit (bonus credits are generally not recapturable
 after expiration of free look period): Base Death Benefit, and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2b except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

 Example 5a: Contract Without Credit, Greater of Roll-up and Step-up Guaranteed
 Minimum Death Benefit Option; Lifetime Five Income Benefit, Earnings
 Appreciator Benefit and You Withdraw All Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you invest in the Contract Without Credit.

 Example 5b: Contract Without Credit, Greater of Roll-up and Step-up Guaranteed
 Minimum Death Benefit Option; Lifetime Five Income Benefit; Earnings
 Appreciator Benefit; and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1b except that it
 assumes that you invest in the Contract Without Credit.

 Example 6a: Contract Without Credit: Base Death Benefit, and You Withdraw All
 Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you invest in the Contract Without Credit.

 Example 6b: Contract Without Credit: Base Death Benefit, and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2b except that it
 assumes that you invest in the Contract Without Credit.

 Notes for Expense Examples:
 These Examples should not be considered a representation of past or future
 expenses. Actual expenses may be greater or less than those shown.

 Note that withdrawal charges (which are reflected in Examples 1a, 2a, 3a, 4a,
 5a, and 6a) are assessed in connection with some annuity options, but not
 others.

                                      19



 EXPENSE EXAMPLES continued


 The values shown in the 10 year column are the same for Example 6a and 6b,
 Example 5a and 5b, Example 4a and Example 4b, the same for Example 3a and 3b,
 the same for Example 2a and 2b, and the same for Example 1a and 1b. This is
 because if 10 years have elapsed since your last purchase payment, we would no
 longer deduct withdrawal charges when you make a withdrawal or begin the
 income phase of your contract. The indicated examples reflect the maximum
 withdrawal charges, but in certain states reduced withdrawal charges may apply
 for certain ages.


 The examples use an average contract maintenance charge, which we calculated
 based on our general estimate of the total contract fees we expect to collect
 in 2007. Your actual fees will vary based on the amount of your contract and
 your specific allocation among the investment options.


 Premium taxes are not reflected in the examples. We deduct a charge to
 approximate premium taxes that may be imposed on us in your state. This charge
 is generally deducted from the amount applied to an annuity payout option.

 A table of accumulation unit values appears in Appendix A to this prospectus.

 Contract with Credit (Bonus Credits Vest Over Seven Year Period): Greater of
 Roll-Up and Step-Up Guaranteed Minimum Death Benefit Option; Lifetime Five
 Income Benefit; Earnings Appreciator Benefit


                     Example 1a:                Example 1b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
             $1,489 $2,341 $3,021 $4,716 $459    $1,385   $2,323   $4,716
             --------------------------------------------------------------


 Contract with Credit (Bonus Credits Vest Over Seven Year Period): Base Death
 Benefit


                     Example 2a:                Example 2b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
             $1,381 $2,027 $2,513 $3,785 $351    $1,071   $1,815   $3,785
             --------------------------------------------------------------


 Contract with Credit (Bonus Credits Generally Not Recapturable after
 Expiration of Free Look Period): Greater of Roll-Up and Step-Up Guaranteed
 Minimum Death Benefit Option; Lifetime Five Income Benefit; Earnings
 Appreciator Benefit


                     Example 3a:                Example 3b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
             $1,226 $2,181 $3,051 $4,840 $474    $1,429   $2,393   $4,840
             --------------------------------------------------------------


 Contract with Credit (Bonus Credits Generally Not Recapturable after
 Expiration of Free Look Period): Base Death Benefit


                     Example 4a:                Example 4b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
             $1,119 $1,869 $2,547 $3,925 $367    $1,117   $1,889   $3,925
             --------------------------------------------------------------


 Contract without Credit: Greater of Roll-Up and Step-Up Guaranteed Minimum
 Death Benefit; Lifetime Five Income Benefit; Earnings Appreciator Benefit


                     Example 5a:                Example 5b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
             $1,076 $1,796 $2,526 $4,574 $446    $1,346   $2,256   $4,574
             --------------------------------------------------------------


 Contract without Credit: Base Death Benefit


                     Example 6a:                 Example 6b:
              --------------------------------------------------------------
              If you withdraw your assets If you do not withdraw your assets
              --------------------------------------------------------------
              1 yr   3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
              --------------------------------------------------------------
              $973   $1,495 $2,039 $3,685 $343    $1,045   $1,769   $3,685
              --------------------------------------------------------------


                                      20



  PART II SECTIONS 1-10
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS

                                      21



 1: WHAT IS THE STRATEGIC PARTNERS ANNUITY ONE VARIABLE ANNUITY?


 The Strategic Partners Annuity One Variable Annuity is a contract between you,
 the owner, and Us, Pruco Life Insurance Company (Pruco Life, we or us).


 Under our contract, in exchange for your payment to us, we promise to pay you
 a guaranteed income stream that can begin any time on or after the third
 contract anniversary. Your annuity is in the accumulation phase until you
 decide to begin receiving annuity payments. The date you begin receiving
 annuity payments is the annuity date. On the annuity date, your contract
 switches to the income phase.

 This annuity contract benefits from tax deferral when it is sold outside a
 tax-favored plan (generally called a non-qualified annuity). Tax deferral
 means that you are not taxed on earnings or appreciation on the assets in your
 contract until you withdraw money from your contract.

 If you purchase the annuity contract in a tax-favored plan such as an IRA,
 that plan generally provides tax deferral even without investing in an annuity
 contract. In other words, you need not purchase this contract to gain the
 preferential tax treatment provided by your retirement plan. Therefore, before
 purchasing an annuity in a tax-favored plan, you should consider whether its
 features and benefits beyond tax deferral, including the death benefit and
 income benefits, meet your needs and goals. You should consider the relative
 features, benefits and costs of this annuity compared with any other
 investment that you may use in connection with your retirement plan or
 arrangement.

 There are two basic versions of Strategic Partners Annuity One variable
 annuity.

 Contract With Credit:

..   provides for a bonus credit that we add to each purchase payment that you
    make ,
..   comes in one version under which bonus credits generally are not recaptured
    after the expiration of the free look period, and another version under
    which bonus credits vest over a period of several years. Once a State has
    approved the former version, we will cease offering the later version,
..   has higher withdrawal charges than the Contract Without Credit,
..   the version of the contract under which bonus credits generally are not
    recaptured after the free look period has higher insurance and
    administrative charges than the Contract Without Credit, and
..   has no fixed interest rate investment options available.

 Contract Without Credit:

..   does not provide a credit,
..   has lower withdrawal charges than the Contract With Credit,
..   has lower insurance and administrative costs than the Contract With Credit
    under which the bonus credits generally are not recaptured after the free
    look period, and
..   offers two fixed interest rate investment options: a one-year fixed rate
    option and a dollar cost averaging fixed rate option.


 Beginning in 2002, we started offering a version of both the Contract Without
 Credit and the Contract With Credit that differ from previously-issued
 contracts with regard to maximum issue age, maximum annuitization age, Spousal
 Continuance Option, credit amount, contract maintenance charge, and minimum
 guaranteed interest rate.


 Unless we state otherwise, when we use the word contract, it applies to both
 versions discussed herein.

 In replacing another annuity you may own, please consider all charges
 associated with that annuity. Credits applicable to bonus products, such as
 the Contract With Credit, should not be viewed as an offset of any surrender
 charge that applies to another annuity contract you may currently own.

 You may prefer the Contract With Credit if:

..   You anticipate that you will not need to withdraw purchase payments any
    earlier than at least seven contract anniversaries after making them,
..   You do not wish to allocate purchase payments to the fixed interest rate
    options, and
..   You believe that the bonus credit is worth the higher withdrawal charges
    and insurance and administrative costs.


 If you wish to have the option of allocating part of your Contract Value to
 the fixed interest rate options, you may prefer the Contract Without Credit.


                                      22



 Because of the higher withdrawal charges, if you choose the Contract With
 Credit and you withdraw a purchase payment, depending upon the performance of
 the investment options you choose, you may be worse off than if you had chosen
 the Contract Without Credit. We do not recommend purchase of either version of
 Strategic Partners Annuity One if you anticipate having to withdraw a
 significant amount of your purchase payments within a few years of making
 those purchase payments.

 Strategic Partners Annuity One is a variable annuity contract. During the
 accumulation phase, you can allocate your assets among the variable investment
 options and, if you choose the Contract Without Credit, guaranteed fixed
 interest rate options as well. If you select variable investment options, the
 amount of money you are able to accumulate in your contract during the
 accumulation phase depends upon the investment performance of the underlying
 mutual fund(s) associated with that variable investment option.


 Because the underlying mutual funds' portfolios fluctuate in value depending
 upon market conditions, your Contract Value can either increase or decrease.
 This is important, since the amount of the annuity payments you receive during
 the income phase depends upon the value of your contract at the time you begin
 receiving payments.


 As the owner of the contract, you have all of the decision-making rights under
 the contract. You will also be the annuitant unless you designate someone
 else. The annuitant is the person whose life is used to determine how much and
 how long (if applicable) the annuity payments will continue once the annuity
 phase begins. On or after the annuity date, the annuitant may not be changed.

 The beneficiary is the person(s) or entity you designate to receive any death
 benefit. You may change the beneficiary any time prior to the annuity date by
 making a written request to us.

 SHORT TERM CANCELLATION RIGHT OR "FREE LOOK"
 If you change your mind about owning Strategic Partners Annuity One, you may
 cancel your contract within 10 days after receiving it (or whatever period is
 required by applicable law). You can request a refund by returning the
 contract either to the representative who sold it to you, or to the Prudential
 Annuity Service Center at the address shown on the first page of this
 prospectus. You will receive, depending on applicable state law:

..   Your full purchase payment, less any applicable federal and state income
    tax withholding; or
..   The amount your contract is worth as of the day we receive your request,
    less any applicable federal and state income tax withholding. This amount
    may be more or less than your original payment.


 If you have purchased the Contract With Credit, we will deduct any credit we
 had added to your Contract Value. To the extent dictated by state law, we will
 include in your refund the amount of any fees and charges that we deducted.


 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?

 The contract gives you the choice of allocating your purchase payments to any
 of the variable investment options, and if you choose the contract without
 credit, fixed interest rate options.


 The variable investment options invest in underlying mutual funds managed by
 leading investment advisers. These underlying mutual funds may sell their
 shares to both variable annuity and variable life separate accounts of
 different insurance companies, which could create the kinds of risks that are
 described in more detail in the current prospectus for the underlying mutual
 fund. The current prospectuses for the underlying mutual funds also contain
 other important information about the mutual funds. When you invest in a
 variable investment option that is funded by a mutual fund, you should read
 the mutual fund prospectus and keep it for future reference. Not all mutual
 funds offered as Sub-accounts are available if you elect certain optional
 benefits. The mutual fund options that you select are your choice--we do not
 recommend or endorse any particular underlying mutual fund.


 VARIABLE INVESTMENT OPTIONS

 The following chart classifies each of the portfolios based on our assessment
 of their investment style (as of the date of this prospectus). The chart also
 provides a description of each portfolio's investment objective and a short,
 summary description of their key policies to assist you in determining which
 portfolios may be of interest to you. What appears in the chart below is
 merely a summary--Please consult the portfolio's prospectus for a
 comprehensive discussion of the portfolio's investment policies. There is no
 guarantee that any portfolio will meet its investment objective. The name of
 the adviser/subadviser for each portfolio appears next to the description.


 The Jennison Portfolio, Prudential Equity Portfolio, Prudential Global
 Portfolio, Prudential Money Market Portfolio, Prudential Stock Index
 Portfolio, Prudential Value Portfolio, and each "SP" Portfolio of the
 Prudential Series Fund, are managed by an indirect wholly-owned subsidiary of
 Prudential Financial, Inc. called Prudential Investments LLC (PI) under a
 "manager-of-managers" approach.

                                      23



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 Under the manager-of-managers approach, PI has the ability to assign
 subadvisers to manage specific portions of a portfolio, and the portion
 managed by a subadviser may vary from 0% to 100% of the portfolio's assets.
 The subadvisers that manage some or all of a Prudential Series Fund portfolio
 are listed on the following chart.


 The portfolios of the Advanced Series Trust are co-managed by PI and AST
 Investment Services, Inc., also under a manager-of- managers approach. AST
 Investment Services, Inc. is an indirect, wholly-owned subsidiary of
 Prudential Financial, Inc. Under the agreement through which Prudential
 Financial, Inc. acquired American Skandia Life Assurance Corporation and
 certain of its affiliates in May 2003, Prudential Financial may not use the
 "American Skandia" name in any context after May 1, 2008. Therefore,
 Prudential Financial has begun a "rebranding" project that involves renaming
 certain American Skandia legal entities. As pertinent to this annuity: 1)
 American Skandia Investment Services, Inc. has been renamed AST Investment
 Services, Inc.; and 2) American Skandia Trust has been renamed Advanced Series
 Trust. These name changes will not impact the manner in which customers do
 business with Prudential.


 A fund or portfolio may have a similar name or an investment objective and
 investment policies resembling those of a mutual fund managed by the same
 investment adviser that is sold directly to the public. Despite such
 similarities, there can be no assurance that the investment performance of any
 such fund or portfolio will resemble that of the publicly available mutual
 fund.


 Pruco Life has entered into agreements with certain underlying portfolios
 and/or the investment adviser or distributor of such portfolios. Pruco Life
 may provide administrative and support services to such portfolios pursuant to
 the terms of these agreements and under which it receives a fee of up to 0.55%
 annually (as of May 1, 2007) of the average assets allocated to the portfolio
 under the contract. These agreements, including the fees paid and services
 provided, can vary for each underlying mutual fund whose portfolios are
 offered as sub-accounts.

 In addition, an investment adviser, sub-adviser or distributor of the
 underlying portfolios may also compensate us by providing reimbursement,
 defraying the costs of, or paying directly for, among other things, marketing
 and/or administrative services and/or other services they provide in
 connection with the contract. These services may include, but are not limited
 to: sponsoring or co-sponsoring various promotional, educational or marketing
 meetings and seminars attended by distributors, wholesalers, and/or broker
 dealer firms' registered representatives, and creating marketing material
 discussing the contract, available options, and underlying portfolios. The
 amounts paid depend on the nature of the meetings, the number of meetings
 attended by the adviser, sub-adviser, or distributor, the number of
 participants and attendees at the meetings, the costs expected to be incurred,
 and the level of the adviser's, sub-adviser's or distributor's participation.
 These payments or reimbursements may not be offered by all advisers,
 sub-advisers, or distributors, and the amounts of such payments may vary
 between and among each adviser, sub-adviser, and distributor depending on
 their respective participation. During 2006, with regard to amounts that were
 paid under these kinds of arrangements, the amounts ranged from approximately
 $53 to approximately $190,514. These amounts may have been paid to one or more
 Prudential-affiliated insurers issuing individual variable annuities.


 As detailed in the Prudential Series Fund prospectus, although the Prudential
 Money Market Portfolio is designed to be a stable investment option, it is
 possible to lose money in that portfolio. For example, when prevailing
 short-term interest rates are very low, the yield on the Prudential Money
 Market Portfolio may be so low that, when separate account and contract
 charges are deducted, you experience a negative return.


 Upon the introduction of the Advanced Series Trust Asset Allocation Portfolios
 on December 5, 2005, we ceased offering the Prudential Series Fund Asset
 Allocation Portfolios to new purchasers and to existing contract owners who
 had not previously invested in those Portfolios.

 However, a contract owner who had Contract Value allocated to a Prudential
 Series Fund Asset Allocation Portfolio prior to December 5, 2005 may continue
 to allocate purchase payments to that Portfolio after that date. In addition,
 after December 5, 2005, we ceased offering the Prudential Series Fund SP Large
 Cap Value Portfolio to new purchasers and to existing contract owners who had
 not previously invested in that Portfolio. However, a contract owner who had
 Contract Value allocated to the SP Large Cap Value Portfolio prior to
 December 5, 2005 may continue to allocate purchase payments to that Portfolio
 after that date.


                                      24




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
                     THE PRUDENTIAL SERIES FUND
       -----------------------------------------------------------------
        LARGE   Jennison Portfolio: seeks long-term        Jennison
         CAP    growth of capital. The Portfolio        Associates LLC
        GROWTH  invests primarily in equity
                securities of major, established
                corporations that the subadviser
                believes offer above-average growth
                prospects. The Portfolio may invest
                up to 30% of its total assets in
                foreign securities. Stocks are
                selected on a company-by-company
                basis using fundamental analysis.
                Normally 65% of the Portfolio's total
                assets are invested in common stocks
                and preferred stocks of companies
                with capitalization in excess of $1
                billion.
       -----------------------------------------------------------------
        LARGE   Equity Portfolio: seeks long-term          Jennison
         CAP    growth of capital. The Portfolio        Associates LLC;
        BLEND   invests at least 80% of its net           ClearBridge
                assets plus borrowings for investment    Advisors, LLC
                purposes in common stocks of major
                established corporations as well as
                smaller companies that the Sub
                advisers believe offer attractive
                prospects of appreciation. In the
                Jennison portion, over a full market
                cycle, the subadviser seeks to
                outperform the S&P 500 Index by
                investing in a portfolio with
                earnings growth greater than the
                index at valuations comparable to
                that of the index.
       -----------------------------------------------------------------
        INTER   Global Portfolio: seeks long-term          LSV Asset
       NATIONAL growth of capital. The Portfolio          Management/
        EQUITY  invests primarily in common stocks      Marsico Capital
                (and their equivalents) of foreign     Management, LLC/
                and U.S. companies. Each Sub-adviser     T. Rowe Price
                for the Portfolio generally will use   Associates, Inc./
                either a "growth" approach or a         William Blair &
                "value" approach in selecting either     Company, LLC
                foreign or U.S. common stocks.
       -----------------------------------------------------------------
        FIXED   Money Market Portfolio: seeks maximum     Prudential
        INCOME  current income consistent with the        Investment
                stability of capital and the           Management, Inc.
                maintenance of liquidity. The
                Portfolio invests in high-quality
                short-term money market instruments
                issued by the U.S. Government or its
                agencies, as well as by corporations
                and banks, both domestic and foreign.
                The Portfolio will invest only in
                instruments that mature in thirteen
                months or less, and which are
                denominated in U.S. dollars.
       -----------------------------------------------------------------
        LARGE   Value Portfolio: seeks long-term           Jennison
         CAP    growth of capital through               Associates LLC
        VALUE   appreciation and income. The
                Portfolio invests primarily in common
                stocks that the subadviser believes
                are undervalued - those stocks that
                are trading below their underlying
                asset value, cash generating ability
                and overall earnings and earnings
                growth. There is a risk that "value"
                stocks can perform differently from
                the market as a whole and other types
                of stocks and can continue to be
                undervalued by the markets for long
                periods of time. Normally at least
                65% of the Portfolio's total assets
                is invested in the common stock and
                convertible securities of companies
                that the subadviser believes will
                provide investment returns above
                those of the Russell 1000(R) Value
                Index. Most of the investments will
                be securities of large capitalization
                companies. The Portfolio may invest
                up to 25% of its total assets in real
                estate investment trusts (REITs) and
                up to 30% of its total assets in
                foreign securities.
       -----------------------------------------------------------------
        ASSET   SP Aggressive Growth Asset Allocation     Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       -----------------------------------------------------------------
        ASSET   SP Balanced Asset Allocation              Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). The Portfolio
                will invest in equity and
                fixed-income Underlying Portfolios.
       -----------------------------------------------------------------


                                      25



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        ASSET   SP Conservative Asset Allocation           Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on fixed-income
                Underlying Portfolios but will also
                invest in equity Underlying
                Portfolios.
       ------------------------------------------------------------------
        ASSET   SP Growth Asset Allocation Portfolio:      Prudential
       ALLOCA-  seeks to obtain the highest potential   Investments LLC
        TION/   total return consistent with the
       BALANCED specified level of risk tolerance.
                The Portfolio may invest in any other
                Portfolio of the Fund (other than
                another SP Asset Allocation
                Portfolio), and the AST Marsico
                Capital Growth Portfolio of Advanced
                Series Trust (AST) (the Underlying
                Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       ------------------------------------------------------------------
        LARGE   SP AIM Core Equity Portfolio: seeks      A I M Capital
         CAP    long-term growth of capital. The        Management, Inc.
        BLEND   Portfolio normally invests at least
                80% of investable assets in equity
                securities, including convertible
                securities of established companies
                that have long-term above-average
                growth in earnings and growth
                companies that the subadviser
                believes have the potential for
                above-average growth in earnings.
       ------------------------------------------------------------------
        LARGE   SP Davis Value Portfolio: seeks          Davis Selected
         CAP    growth of capital. The Portfolio         Advisers, L.P.
        VALUE   invests primarily in common stocks of
                U.S. companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Value Index. It may also invest
                in stocks of foreign companies and
                U.S. companies with smaller
                capitalizations. The subadviser
                attempts to select common stocks of
                businesses that possess
                characteristics that the subadviser
                believe foster the creation of
                long-term value, such as proven
                management, a durable franchise and
                business model, and sustainable
                competitive advantages. The
                subadviser aims to invest in such
                businesses when they are trading at a
                discount to their intrinsic worth.
                There is a risk that "value" stocks
                can perform differently from the
                market as a whole and other types of
                stocks and can continue to be
                undervalued by the markets for long
                periods of time.
       ------------------------------------------------------------------
        INTER   SP International Value Portfolio           LSV Asset
       NATIONAL (formerly SP LSV International Value      Management,
        EQUITY  Portfolio): seeks capital growth. The      Thornburg
                Portfolio normally invests at least        Investment
                65% of the Portfolio's investable       Management, Inc.
                assets (net assets plus borrowings
                made for investment purposes) in the
                equity securities of companies in
                developed countries outside the
                United States that are represented in
                the MSCI EAFE Index.
       ------------------------------------------------------------------
       MID CAP  SP Mid Cap Growth Portfolio: seeks      Calamos Advisors
        GROWTH  long-term growth of capital. The              LLC
                Portfolio normally invests at least
                80% of investable assets in common
                stocks and related securities, such
                as preferred stocks, convertible
                securities and depositary receipts
                for those securities. These
                securities typically are of medium
                market capitalizations, which the
                subadviser believes have
                above-average growth potential. The
                Portfolio generally defines medium
                market capitalization companies as
                those companies with market
                capitalizations within the market
                capitalization range of the Russell
                Mid Cap Growth Index. The Portfolio's
                investments may include securities
                listed on a securities exchange or
                traded in the over-the-counter
                markets. The subadviser uses a
                bottom-up and top-down analysis in
                managing the Portfolio. This means
                that securities are selected based
                upon fundamental analysis, as well as
                a top-down approach to
                diversification by industry and
                company, and by paying attention to
                macro-level investment themes. The
                Portfolio may invest in foreign
                securities (including emerging
                markets securities).
       ------------------------------------------------------------------
        FIXED   SP PIMCO High Yield Portfolio: seeks   Pacific Investment
        INCOME  to maximize total return consistent        Management
                with preservation of capital and          Company LLC
                prudent investment management. The          (PIMCO)
                Portfolio will invest in a
                diversified portfolio of fixed-income
                investment instruments of varying
                maturities. The average portfolio
                duration of the Portfolio generally
                will vary within a two- to six-year
                time frame based on the Sub-advisor's
                forecast for interest rates.
       ------------------------------------------------------------------



                                      26




       -----------------------------------------------------------------
       STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                              ADVISOR/
                                                         SUB-ADVISOR
       -----------------------------------------------------------------
        FIXED  SP PIMCO Total Return Portfolio:       Pacific Investment
       INCOME  seeks to maximize total return             Management
               consistent with preservation of           Company LLC
               capital and prudent investment              (PIMCO)
               management. The Portfolio will invest
               in a diversified portfolio of
               fixed-income investment instruments
               of varying maturities. The average
               portfolio duration of the Portfolio
               generally will vary within a three-
               to six-year time frame based on the
               Sub-advisor's forecast for interest
               rates.
       -----------------------------------------------------------------
       MID CAP SP Prudential U.S. Emerging Growth          Jennison
       GROWTH  Portfolio: seeks long-term capital       Associates LLC
               appreciation. The Portfolio normally
               invests at least 80% of investable
               assets in equity securities of small
               and medium sized U.S. companies that
               the subadviser believes have the
               potential for above-average earnings
               growth. The subadviser seeks to
               invest in companies that it believes
               are poised to benefit from an
               acceleration of growth or an
               inflection point in a company's
               growth rate that is not currently
               reflected in the stock price. The
               team uses a research-intensive
               approach based on internally
               generated fundamental research.
       -----------------------------------------------------------------
        SMALL  SP Small Cap Growth Portfolio: seeks      Eagle Asset
         CAP   long-term capital growth. The             Management/
       GROWTH  Portfolio pursues its objective by      Neuberger Berman
               primarily investing in the common       Management, Inc.
               stocks of small-capitalization
               companies, which is defined as a
               company with a market capitalization,
               at the time of purchase, no larger
               than the largest capitalized company
               included in the Russell 2000 Index
               during the most recent 11-month
               period (based on month-end data) plus
               the most recent data during the
               current month.
       -----------------------------------------------------------------
        SMALL  SP Small-Cap Value Portfolio: seeks      Goldman Sachs
         CAP   long-term capital growth. The                Asset
        VALUE  Portfolio normally invests at least    Management, L.P.;
               80% its net assets plus borrowings        ClearBridge
               for investment purposes in the equity    Advisors, LLC
               securities of small capitalization
               companies. The Portfolio focuses on
               equity securities that are believed
               to be undervalued in the marketplace.
       -----------------------------------------------------------------
        LARGE  SP Strategic Partners Focused Growth   AllianceBernstein
         CAP   Portfolio: seeks long-term growth of     L.P.; Jennison
       GROWTH  capital. The Portfolio normally          Associates LLC
               invests at least 65% of total assets
               in equity-related securities of U.S.
               companies that the subadvisers
               believe to have strong capital
               appreciation potential. The
               Portfolio's strategy is to combine
               the efforts of two subadvisers and to
               invest in the favorite stock
               selection ideas of three portfolio
               managers (two of whom invest as a
               team). Each investment Sub-adviser to
               the Portfolio utilizes a growth
               style: Jennison selects approximately
               20 securities and AllianceBernstein
               selects approximately 30 securities.
               The portfolio managers build a
               portfolio with stocks in which they
               have the highest confidence and may
               invest more than 5% of the
               Portfolio's assets in any one issuer.
               The Portfolio is nondiversified,
               meaning it can invest a relatively
               high percentage of its assets in a
               small number of issuers. Investing in
               a nondiversified portfolio,
               particularly a portfolio investing in
               approximately 50 equity-related
               securities, involves greater risk
               than investing in a diversified
               portfolio because a loss resulting
               from the decline in the value of one
               security may represent a greater
               portion of the total assets of a
               nondiversified portfolio.
       -----------------------------------------------------------------
        LARGE  Stock Index Portfolio: seeks              Quantitative
         CAP   investment results that generally          Management
        BLEND  correspond to the performance of         Associates LLC
               publicly-traded common stocks. With
               the price and yield performance of
               the Standard & Poor's 500 Composite
               Stock Price Index (S&P 500) as the
               benchmark, the Portfolio normally
               invests at least 80% of investable
               assets in S&P 500 stocks. The S&P 500
               represents more than 70% of the total
               market value of all publicly-traded
               common stocks and is widely viewed as
               representative of publicly-traded
               common stocks as a whole. The
               Portfolio is not "managed" in the
               traditional sense of using market and
               economic analyses to select stocks.
               Rather, the portfolio manager
               purchases stocks in proportion to
               their weighting in the S&P 500.
       -----------------------------------------------------------------
        LARGE  SP T. Rowe Price Large-Cap Growth        T. Rowe Price
         CAP   Portfolio: seeks long-term capital      Associates, Inc.
       GROWTH  growth. Under normal circumstances,
               the Portfolio invests at least 80% of
               its net assets plus borrowings for
               investment purposes in the equity
               securities of large-cap companies.
               The Sub-adviser generally looks for
               companies with an above-average rate
               of earnings and cash flow growth and
               a lucrative niche in the economy that
               gives them the ability to sustain
               earnings momentum even during times
               of slow economic growth.
       -----------------------------------------------------------------


                                      27



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
        INTER-  SP International Growth Portfolio       Marsico Capital
       NATIONAL (formerly, SP William Blair            Management, LLC;
        EQUITY  International Growth Portfolio):        William Blair &
                seeks long-term capital appreciation.    Company, LLC.
                The Portfolio invests primarily in
                equity-related securities of foreign
                issuers. The Portfolio invests
                primarily in the common stock of
                large and medium-sized foreign
                companies, although it may also
                invest in companies of all sizes.
                Under normal circumstances, the
                Portfolio invests at least 65% of its
                total assets in common stock of
                foreign companies operating or based
                in at least five different countries,
                which may include countries with
                emerging markets. The Portfolio looks
                primarily for stocks of companies
                whose earnings are growing at a
                faster rate than other companies or
                which offer attractive growth
                potential.
       -----------------------------------------------------------------
                        ADVANCED SERIES TRUST
       -----------------------------------------------------------------
        ASSET   AST Advanced Strategies Portfolio:         LSV Asset
        ALLOCA  seeks a high level of absolute            Management;
        TION/   return. The Portfolio invests           Marsico Capital
       BALANCED primarily in a diversified portfolio      Management,
                of equity and fixed income securities    LLC; Pacific
                across different investment               Investment
                categories and investment managers.       Management
                The Portfolio pursues a combination       Company LLC
                of traditional and non-traditional         (PIMCO);
                investment strategies.                   T. Rowe Price
                                                       Associates, Inc.;
                                                        William Blair &
                                                        Company, L.L.C.
       -----------------------------------------------------------------
        ASSET   AST Aggressive Asset Allocation               AST
        ALLOCA  Portfolio: seeks the highest              Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk          Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 92.5% to 100% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 0% to 7.5% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Core Value       AllianceBernstein
         CAP    Portfolio: seeks long-term capital           L.P.
        VALUE   growth by investing primarily in
                common stocks. The Sub-advisor
                expects that the majority of the
                Portfolio's assets will be invested
                in the common stocks of large
                companies that appear to be
                undervalued. Among other things, the
                Portfolio seeks to identify
                compelling buying opportunities
                created when companies are
                undervalued on the basis of investor
                reactions to near-term problems or
                circumstances even though their
                long-term prospects remain sound. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Growth & Income  AllianceBernstein
         CAP    Portfolio: seeks long-term growth of         L.P.
        VALUE   capital and income while attempting
                to avoid excessive fluctuations in
                market value. The Portfolio normally
                will invest in common stocks (and
                securities convertible into common
                stocks). The Sub-advisor will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects. The stocks that
                the Portfolio will normally invest in
                are those of seasoned companies.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Managed Index    AllianceBernstein
         CAP    500 Portfolio: seeks to outperform           L.P.
        BLEND   the Standard & Poor's 500 Composite
                Stock Price Index (the "S&P 500")
                through stock selection resulting in
                different weightings of common stocks
                relative to the index. The Portfolio
                will invest, under normal
                circumstances, at least 80% of its
                net assets in securities included in
                the S&P(R) 500.
       -----------------------------------------------------------------



                                      28




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
         LARGE   AST American Century Income & Growth   American Century
          CAP    Portfolio: seeks capital growth with      Investment
         VALUE   current income as a secondary          Management, Inc.
                 objective. The Portfolio invests
                 primarily in common stocks that offer
                 potential for capital growth, and
                 may, consistent with its investment
                 objective, invest in stocks that
                 offer potential for current income.
                 The Sub-advisor utilizes a
                 quantitative management technique
                 with a goal of building an equity
                 portfolio that provides better
                 returns than the S&P 500 Index
                 without taking on significant
                 additional risk and while attempting
                 to create a dividend yield that will
                 be greater than the S&P 500 Index.
       -----------------------------------------------------------------
         ASSET   AST American Century Strategic         American Century
        ALLOCA   Allocation Portfolio (formerly known      Investment
         TION/   as AST American Century Strategic      Management, Inc.
       BALANCED  Balanced Portfolio): seeks capital
                 growth and current income. The
                 Sub-advisor intends to maintain
                 approximately 60% of the Portfolio's
                 assets in equity securities and the
                 remainder in bonds and other fixed
                 income securities. Both the
                 Portfolio's equity and fixed income
                 investments will fluctuate in value.
                 The equity securities will fluctuate
                 depending on the performance of the
                 companies that issued them, general
                 market and economic conditions, and
                 investor confidence. The fixed income
                 investments will be affected
                 primarily by rising or falling
                 interest rates and the credit quality
                 of the issuers.
       -----------------------------------------------------------------
         ASSET   AST Balanced Asset Allocation                AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 57.5% to 72.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 27.5% to 42.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         ASSET   AST Capital Growth Asset Allocation          AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 72.5% to 87.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 12.5% to 27.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
       SPECIALTY AST Cohen & Steers Realty Portfolio:    Cohen & Steers
                 seeks to maximize total return             Capital
                 through investment in real estate      Management, Inc.
                 securities. The Portfolio pursues its
                 investment objective by investing,
                 under normal circumstances, at least
                 80% of its net assets in securities
                 of real estate issuers. Under normal
                 circumstances, the Portfolio will
                 invest substantially all of its
                 assets in the equity securities of
                 real estate companies, i.e., a
                 company that derives at least 50% of
                 its revenues from the ownership,
                 construction, financing, management
                 or sale of real estate or that has at
                 least 50% of its assets in real
                 estate. Real estate companies may
                 include real estate investment trusts
                 or REITs.
       -----------------------------------------------------------------
         ASSET   AST Conservative Asset Allocation            AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 47.5% to 62.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 37.5% to 52.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         LARGE   AST DeAM Large-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of capital by        Investment
         VALUE   investing primarily in the value          Management
                 stocks of larger companies. The         Americas, Inc.
                 Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 the value of its assets in the equity
                 securities of large-sized companies
                 included in the Russell 1000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 1000(R) Value Index,
                 but which attempts to outperform the
                 Russell 1000(R) Value Index through
                 active stock selection.
       -----------------------------------------------------------------



                                      29



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


        ----------------------------------------------------------------
         STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                             ADVISOR/
                                                          SUB-ADVISOR
        ----------------------------------------------------------------
         SMALL   AST Neuberger Berman Small-Cap Growth  Neuberger Berman
          CAP    Portfolio (formerly known as AST DeAM  Management Inc.
         GROWTH  Small-Cap Growth Portfolio): seeks
                 maximum growth of investors' capital
                 from a portfolio of growth stocks of
                 smaller companies. The Portfolio
                 pursues its objective, under normal
                 circumstances, by primarily investing
                 at least 80% of its total assets in
                 the equity securities of small-sized
                 companies included in the Russell
                 2000 Growth(R) Index.
        ----------------------------------------------------------------
         SMALL   AST DeAM Small-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of investors'        Investment
         VALUE   capital by investing primarily in the     Management
                 value stocks of smaller companies.      Americas, Inc.
                 The Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 its total assets in the equity
                 securities of small-sized companies
                 included in the Russell 2000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 2000(R) Value Index,
                 but which attempts to outperform the
                 Russell 2000(R) Value Index.
        ----------------------------------------------------------------
         SMALL   AST Federated Aggressive Growth        Federated Equity
          CAP    Portfolio: seeks capital growth. The      Management
         GROWTH  Portfolio pursues its investment          Company of
                 objective by investing primarily in     Pennsylvania/
                 the stocks of small companies that     Federated Global
                 are traded on national security           Investment
                 exchanges, NASDAQ stock exchange and      Management
                 the over-the-counter-market. Small     Corp.; Federated
                 companies will be defined as               MDTA LLC
                 companies with market capitalizations
                 similar to companies in the Russell
                 2000 Growth Index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Balanced Target          First Trust
        ALLOCA-  Portfolio: seeks long-term capital      Advisors L.P.
         TION/   growth balanced by current income.
        BALANCED The Portfolio seeks to achieve its
                 objective by investing approximately
                 65% in common stocks and 35% in fixed
                 income securities. The Portfolio
                 allocates the equity portion of the
                 portfolio across five uniquely
                 specialized strategies - the Dow/SM/
                 Target Dividend, the Value Line(R)
                 Target 25, the Global Dividend Target
                 15, the NYSE(R) International Target
                 25, and the Target Small Cap. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy which utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Capital Appreciation     First Trust
        ALLOCA-  Target Portfolio: seeks long-term       Advisors L.P.
         TION/   growth of capital. The Portfolio
        BALANCED seeks to achieve its objective by
                 investing approximately 80% in common
                 stocks and 20% in fixed income
                 securities. The portfolio allocates
                 the equity portion of the portfolio
                 across five uniquely specialized
                 strategies - the Value Line(R) Target
                 25, the Global Dividend Target 15,
                 the Target Small Cap, the Nasdaq(R)
                 Target 15, and the NYSE(R)
                 International Target 25. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST UBS Dynamic Alpha Portfolio        UBS Global Asset
        ALLOCA-  (formerly known as AST Global             Management
         TION/   Allocation Portfolio): seeks to        (Americas) Inc.
        BALANCED maximize total return, consisting of
                 capital appreciation and current
                 income. The Portfolio invests in
                 securities and financial instruments
                 to gain exposure to global equity,
                 global fixed income and cash
                 equivalent markets, including global
                 currencies. The Portfolio may invest
                 in equity and fixed income securities
                 of issuers located within and outside
                 the United States or in open-end
                 investment companies advised by UBS
                 Global Asset Management (Americas)
                 Inc., the Portfolio's Sub-Advisor, to
                 gain exposure to certain global
                 equity and global fixed income
                 markets.
        ----------------------------------------------------------------


                                      30




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Goldman Sachs Concentrated Growth    Goldman Sachs
         CAP    Portfolio: seeks growth of capital in        Asset
        GROWTH  a manner consistent with the            Management, L.P.
                preservation of capital. Realization
                of income is not a significant
                investment consideration and any
                income realized on the Portfolio's
                investments, therefore, will be
                incidental to the Portfolio's
                objective. The Portfolio will pursue
                its objective by investing primarily
                in equity securities of companies
                that the Sub-advisor believes have
                the potential to achieve capital
                appreciation over the long-term. The
                Portfolio seeks to achieve its
                investment objective by investing,
                under normal circumstances, in
                approximately 30 - 45 companies that
                are considered by the Sub-advisor to
                be positioned for long-term growth.
       ------------------------------------------------------------------
       MID CAP  AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
        GROWTH  Portfolio: seeks long-term capital           Asset
                growth. The Portfolio pursues its       Management, L.P.
                investment objective, by investing
                primarily in equity securities
                selected for their growth potential,
                and normally invests at least 80% of
                the value of its assets in medium
                capitalization companies. For
                purposes of the Portfolio,
                medium-sized companies are those
                whose market capitalizations
                (measured at the time of investment)
                fall within the range of companies in
                the Russell Mid Cap Growth Index. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       ------------------------------------------------------------------
        FIXED   AST High Yield Portfolio: seeks a      Pacific Investment
        INCOME  high level of current income and may       Management
                also consider the potential for           Company LLC
                capital appreciation. The Portfolio         (PIMCO)
                invests, under normal circumstances,
                at least 80% of its net assets plus
                any borrowings for investment
                purposes (measured at time of
                purchase) in high yield, fixed-income
                securities that, at the time of
                purchase, are non-investment grade
                securities. Such securities are
                commonly referred to as "junk bonds".
       ------------------------------------------------------------------
        INTER-  AST JPMorgan International Equity         J.P. Morgan
       NATIONAL Portfolio: seeks long-term capital         Investment
        EQUITY  growth by investing in a diversified    Management Inc.
                portfolio of international equity
                securities. The Portfolio seeks to
                meet its objective by investing,
                under normal market conditions, at
                least 80% of its assets in a
                diversified portfolio of equity
                securities of companies located or
                operating in developed non-U.S.
                countries and emerging markets of the
                world. The equity securities will
                ordinarily be traded on a recognized
                foreign securities exchange or traded
                in a foreign over-the-counter market
                in the country where the issuer is
                principally based, but may also be
                traded in other countries including
                the United States.
       ------------------------------------------------------------------
        LARGE   AST Large-Cap Value Portfolio: seeks      Dreman Value
         CAP    current income and long-term growth     Management LLC,
        VALUE   of income, as well as capital             Hotchkis and
                appreciation. The Portfolio invests,     Wiley Capital
                under normal circumstances, at least    Management LLC;
                80% of its net assets in common           J.P. Morgan
                stocks of large cap U.S. companies.        Investment
                The Portfolio focuses on common         Management, Inc.
                stocks that have a high cash dividend
                or payout yield relative to the
                market or that possess relative value
                within sectors.
       ------------------------------------------------------------------
        FIXED   AST Lord Abbett Bond-Debenture           Lord, Abbett &
        INCOME  Portfolio: seeks high current income        Co. LLC
                and the opportunity for capital
                appreciation to produce a high total
                return. To pursue its objective, the
                Portfolio will invest, under normal
                circumstances, at least 80% of the
                value of its assets in fixed income
                securities and normally invests
                primarily in high yield and
                investment grade debt securities,
                securities convertible into common
                stock and preferred stocks. The
                Portfolio may find good value in high
                yield securities, sometimes called
                "lower-rated bonds" or "junk bonds,"
                and frequently may have more than
                half of its assets invested in those
                securities. At least 20% of the
                Portfolio's assets must be invested
                in any combination of investment
                grade debt securities, U.S.
                Government securities and cash
                equivalents. The Portfolio may also
                make significant investments in
                mortgage-backed securities. Although
                the Portfolio expects to maintain a
                weighted average maturity in the
                range of five to twelve years, there
                are no restrictions on the overall
                Portfolio or on individual
                securities. The Portfolio may invest
                up to 20% of its net assets in equity
                securities.
       ------------------------------------------------------------------


                                      31



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Marsico Capital Growth Portfolio:   Marsico Capital
         CAP    seeks capital growth. Income            Management, LLC
        GROWTH  realization is not an investment
                objective and any income realized on
                the Portfolio's investments,
                therefore, will be incidental to the
                Portfolio's objective. The Portfolio
                will pursue its objective by
                investing primarily in common stocks
                of larger, more established
                companies. In selecting investments
                for the Portfolio, the Sub-advisor
                uses an approach that combines "top
                down" economic analysis with "bottom
                up" stock selection. The "top down"
                approach identifies sectors,
                industries and companies that may
                benefit from the trends the
                Sub-advisor has observed. The
                Sub-advisor then looks for individual
                companies with earnings growth
                potential that may not be recognized
                by the market at large, utilizing a
                "bottom up" stock selection process.
                The Portfolio will normally hold a
                core position of between 35 and 50
                common stocks. The Portfolio may hold
                a limited number of additional common
                stocks at times when the Portfolio
                manager is accumulating new
                positions, phasing out existing or
                responding to exceptional market
                conditions.
       ------------------------------------------------------------------
        INTER-  AST MFS Global Equity Portfolio:         Massachusetts
       NATIONAL seeks capital growth. Under normal     Financial Services
        EQUITY  circumstances the Portfolio invests         Company
                at least 80% of its assets in equity
                securities of U.S. and foreign
                issuers (including issuers in
                developing countries). While the
                portfolio may invest its assets in
                companies of any size, the Portfolio
                generally focuses on companies with
                large capitalizations.
       ------------------------------------------------------------------
        LARGE   AST MFS Growth Portfolio: seeks          Massachusetts
         CAP    long-term capital growth and future    Financial Services
        GROWTH  income. Under normal market                 Company
                conditions, the Portfolio invests at
                least 80% of its total assets in
                common stocks and related securities,
                such as preferred stocks, convertible
                securities and depositary receipts,
                of companies. The Sub-advisor focuses
                on investing the Portfolio's assets
                in the stock of companies it believes
                to have above average earnings growth
                potential compared to other companies
                (growth companies). The Portfolio may
                invest up to 35% of its net assets in
                foreign securities.
       ------------------------------------------------------------------
       MID CAP  AST Mid Cap Value Portfolio: seeks to       EARNEST
        VALUE   provide capital growth by investing      Partners LLC/
                primarily in mid-capitalization          WEDGE Capital
                stocks that appear to be undervalued.   Management, LLP
                The Portfolio has a non-fundamental
                policy to invest, under normal
                circumstances, at least 80% of the
                value of its net assets in
                mid-capitalization companies.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
        GROWTH  Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. The
                Sub-adviser looks for fast-growing
                companies that are in new or rapidly
                evolving industries.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Value      Neuberger Berman
        VALUE   Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. For
                purposes of the Portfolio, companies
                with equity market capitalizations
                that fall within the range of the
                Russell Midcap(R) Index at the time
                of investment are considered mid-cap
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies. Under
                the Portfolio's value-oriented
                investment approach, the Sub-advisor
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
       ------------------------------------------------------------------
        FIXED   AST PIMCO Limited Maturity Bond        Pacific Investment
        INCOME  Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital and prudent investment           (PIMCO)
                management. The Portfolio will invest
                in a diversified portfolio of
                fixed-income investment instruments
                of varying maturities. The average
                portfolio duration of the Portfolio
                generally will vary within a one- to
                three-year time frame based on the
                Sub-advisor's forecast for interest
                rates.
       ------------------------------------------------------------------
        ASSET   AST Preservation Asset Allocation             AST
       ALLOCA-  Portfolio: seeks the highest               Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk           Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 27.5% to 42.5% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 57.5% to 72.5% of its
                net assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       ------------------------------------------------------------------


                                      32




      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
      --------------------------------------------------------------------
        SMALL   AST Small-Cap Value Portfolio: seeks       ClearBridge
         CAP    to provide long-term capital growth      Advisors, LLC;
        VALUE   by investing primarily in                 Dreman Value
                small-capitalization stocks that         Management LLC;
                appear to be undervalued. The              J.P. Morgan
                Portfolio will have a non-fundamental      Investment
                policy to invest, under normal          Management, Inc.;
                circumstances, at least 80% of the         Lee Munder
                value of its net assets in small        Investments, Ltd
                capitalization stocks. The Portfolio
                will focus on common stocks that
                appear to be undervalued.
      --------------------------------------------------------------------
        ASSET   AST T. Rowe Price Asset Allocation        T. Rowe Price
       ALLOCA-  Portfolio: seeks a high level of        Associates, Inc.
        TION/   total return by investing primarily
      BALANCED  in a diversified portfolio of fixed
                income and equity securities. The
                Portfolio normally invests
                approximately 60% of its total assets
                in equity securities and 40% in fixed
                income securities. This mix may vary
                depending on the sub-advisor's
                outlook for the markets. The
                Sub-advisor concentrates common stock
                investments in larger, more
                established companies, but the
                Portfolio may include small and
                medium-sized companies with good
                growth prospects. The fixed income
                portion of the Portfolio will be
                allocated among investment grade
                securities, high yield or "junk"
                bonds, emerging market securities,
                foreign high quality debt securities
                and cash reserves.
      --------------------------------------------------------------------
        FIXED   AST T. Rowe Price Global Bond             T. Rowe Price
       INCOME   Portfolio: seeks to provide high       International, Inc.
                current income and capital growth by
                investing in high-quality foreign and
                U.S. dollar-denominated bonds. The
                Portfolio will invest at least 80% of
                its total assets in fixed income
                securities, including high quality
                bonds issued or guaranteed by U.S. or
                foreign governments or their agencies
                and by foreign authorities, provinces
                and municipalities as well as
                investment grade corporate bonds and
                mortgage and asset-backed securities
                of U.S. and foreign issuers. The
                Portfolio generally invests in
                countries where the combination of
                fixed-income returns and currency
                exchange rates appears attractive,
                or, if the currency trend is
                unfavorable, where the Sub-advisor
                believes that the currency risk can
                be minimized through hedging. The
                Portfolio may also invest up to 20%
                of its assets in the aggregate in
                below investment-grade, high-risk
                bonds ("junk bonds"). In addition,
                the Portfolio may invest up to 30% of
                its assets in mortgage-related
                (including derivatives, such as
                collateralized mortgage obligations
                and stripped mortgage securities) and
                asset-backed securities.
      --------------------------------------------------------------------
      SPECIALTY AST T. Rowe Price Natural Resources       T. Rowe Price
                Portfolio: seeks long-term capital      Associates, Inc.
                growth primarily through the common
                stocks of companies that own or
                develop natural resources (such as
                energy products, precious metals and
                forest products) and other basic
                commodities. The Portfolio normally
                invests primarily (at least 80% of
                its total assets) in the common
                stocks of natural resource companies.
                The Portfolio looks for companies
                that have the ability to expand
                production, to maintain superior
                exploration programs and production
                facilities, and the potential to
                accumulate new resources. At least
                50% of Portfolio assets will be
                invested in U.S. securities, up to
                50% of total assets also may be
                invested in foreign securities.
      --------------------------------------------------------------------
                  GARTMORE VARIABLE INSURANCE TRUST
      --------------------------------------------------------------------
       INTER-   GVIT Developing Markets: seeks           NWD Management
      NATIONAL  long-term capital appreciation, under   & Research Trust/
       EQUITY   normal conditions by investing at        Gartmore Global
                least 80% of its total assets in            Partners
                stocks of companies of any size based
                in the world's developing economies.
                Under normal market conditions,
                investments are maintained in at
                least six countries at all times and
                no more than 35% of total assets in
                any single one of them.
      --------------------------------------------------------------------
                         JANUS ASPEN SERIES
      --------------------------------------------------------------------
        LARGE   Janus Aspen Series: Large Cap Growth      Janus Capital
         CAP    Portfolio - Service Shares: seeks        Management LLC
       GROWTH   long-term growth of capital in a
                manner consistent with the
                preservation of capital. The
                Portfolio invests at least 80% of its
                net assets plus the amount of any
                borrowings for investment purposes in
                common stocks of large-sized
                companies. Large-sized companies are
                those whose market capitalizations
                fall within the range of companies in
                the Russell 1000 Index at the time of
                purchase.
      --------------------------------------------------------------------


                                      33



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?  continued




 FIXED INTEREST RATE OPTIONS
 If you choose the Contract Without Credit, we offer two fixed interest rate
 options:

..   a one-year fixed interest rate option, and
..   a dollar cost averaging fixed rate option (DCA Fixed Rate Option).


 When you select one of these options, your payment will earn interest at the
 established rate for the applicable interest rate period. A new interest rate
 period is established every time you allocate or transfer money into a fixed
 interest rate option. (You may not transfer amounts from other investment
 options into the DCA Fixed Rate Option.) You may have money allocated in more
 than one interest rate period at the same time. This could result in your
 money earning interest at different rates and each interest rate period
 maturing at a different time. While these interest rates may change from time
 to time, they will not be less than the minimum interest rate dictated by
 applicable state law. We may offer lower interest rates for Contracts With
 Credit than for Contracts Without Credit. The interest rates we pay on the
 fixed interest rate options may be influenced by the asset-based charges
 assessed against the Separate Account.


 Payments allocated to the fixed interest rate options become part of Pruco
 Life's general assets.

 ONE-YEAR FIXED INTEREST RATE OPTION
 We set a one year guaranteed annual interest rate for the one-year fixed
 interest rate option. The one-year fixed interest rate option is not available
 if you choose the Contract With Credit.

 DOLLAR COST AVERAGING FIXED RATE OPTION
 With the Contract Without Credit, you may allocate all or part of any purchase
 payment to the DCA Fixed Rate Option. Under this option, you automatically
 transfer amounts over a stated period (currently, six or twelve months) from
 the DCA Fixed Rate Option to the variable investment options you select. We
 will invest the assets you allocate to the DCA Fixed Rate Option in our
 general account until they are transferred. You may not transfer from other
 investment options to the DCA Fixed Rate Option.

 If you choose to allocate all or part of a purchase payment to the DCA Fixed
 Rate Option, the minimum amount of the purchase payment you may allocate is
 $5,000. The first periodic transfer will occur on the date you allocate your
 purchase payment to the DCA Fixed Rate Option. Subsequent transfers will occur
 on the monthly anniversary of the first transfer. Currently, you may choose to
 have the purchase payment allocated to the DCA Fixed Rate Option transferred
 to the selected variable investment options in either six or twelve monthly
 installments, and you may not change that number of monthly installments after
 you have chosen the DCA Fixed Rate Option. You may allocate to both the
 six-month and twelve-month options. (In the future, we may make available
 other numbers of transfers and other transfer schedules--for example,
 quarterly as well as monthly.)

 If you choose a six-payment transfer schedule, each transfer generally will
 equal 1/6th of the amount you allocated to the DCA Fixed Rate Option, and if
 you choose a twelve-payment transfer schedule, each transfer generally will
 equal 1/12th of the amount you allocated to the DCA Fixed Rate Option. In
 either case, the final transfer amount generally will also include the
 credited interest. You may change at any time the variable investment options
 into which the DCA Fixed Rate Option assets are transferred. Transfers from
 the DCA Fixed Rate Option do not count toward the maximum number of free
 transfers allowed under the contract.

                                      34



 If you make a withdrawal or have a fee assessed from your contract, and all or
 part of that withdrawal or fee comes out of the DCA Fixed Rate Option, we will
 recalculate the periodic transfer amount to reflect the change. This
 recalculation may include some or all of the interest credited to the date of
 the next scheduled transfer. If a withdrawal or fee assessment reduces the
 monthly transfer amount below $100, we will transfer the remaining balance in
 the DCA Fixed Rate Option on the next scheduled transfer date.

 By investing amounts on a regular basis instead of investing the total amount
 at one time, the DCA Fixed Rate Option may decrease the effect of market
 fluctuation on the investment of your purchase payment. Of course, dollar cost
 averaging cannot ensure a profit or protect against loss in a declining market.

 TRANSFERS AMONG OPTIONS
 Subject to certain restrictions, you can transfer money among the variable
 investment options and, if you have chosen the Contract Without Credit, the
 fixed interest rate options as well. The minimum transfer amount is the lesser
 of $250 or the amount in the investment option from which the transfer is to
 be made.

 In general, you may make your transfer request by telephone, electronically,
 or otherwise in paper form to the Prudential Annuity Service Center. We have
 procedures in place to confirm that instructions received by telephone or
 electronically are genuine. We will not be liable for following unauthorized
 telephone or electronic instructions that we reasonably believed to be
 genuine. Your transfer request will take effect at the end of the business day
 on which it was received in good order by us, or by certain entities that we
 have specifically designated. Our business day generally closes at 4:00 p.m.
 Eastern time. Our business day may close earlier, for example if regular
 trading on the New York Stock Exchange closes early. Transfer requests
 received after the close of the business day will take effect at the end of
 the next business day.

 YOU CAN MAKE TRANSFERS OUT OF A FIXED INTEREST RATE OPTION, OTHER THAN THE DCA
 FIXED RATE OPTION, ONLY DURING THE 30-DAY PERIOD FOLLOWING THE END OF THE ONE
 YEAR INTEREST RATE PERIOD. TRANSFERS FROM THE DCA FIXED RATE OPTION ARE MADE
 ON A PERIODIC BASIS FOR THE PERIOD THAT YOU SELECT.


 During the contract accumulation phase, you can make up to 12 transfers each
 contract year among the investment options, without charge. (As noted in the
 fee table, we have different transfer rules under the Beneficiary Continuation
 Option). Currently, we charge $25 for each transfer after the twelfth in a
 contract year, and we have the right to increase this charge up to $30.
 (Dollar Cost Averaging and Auto- Rebalancing transfers do not count toward the
 12 free transfers per year.)


 For purposes of the 12 free transfers per year that we allow, we will treat
 multiple transfers that are submitted on the same business day as a single
 transfer.

 ADDITIONAL TRANSFER RESTRICTIONS
 We limit your ability to transfer among your contract's variable investment
 options as permitted by applicable law. We impose a yearly restriction on
 transfers. Specifically, once you have made 20 transfers among the subaccounts
 during a contract year, we will accept any additional transfer request during
 that year only if the request is submitted to us in writing with an original
 signature and otherwise is in good order. For purposes of this transfer
 restriction, we (i) do not view a facsimile transmission as a "writing",
 (ii) will treat multiple transfer requests submitted on the same business day
 as a single transfer, and (iii) do not count any transfer that involves one of
 our systematic programs, such as asset allocation and automated withdrawals.

 Frequent transfers among variable investment options in response to short-term
 fluctuations in markets, sometimes called "market timing," can make it very
 difficult for a portfolio manager to manage an underlying mutual fund's
 investments. Frequent transfers may cause the fund to hold more cash than
 otherwise necessary, disrupt management strategies, increase transaction
 costs, or affect performance. For those reasons, the contract was not designed
 for persons who make programmed, large, or frequent transfers.

 In light of the risks posed to contract owners and other fund investors by
 frequent transfers, we reserve the right to limit the number of transfers in
 any contract year for all existing or new contract owners, and to take the
 other actions discussed below. We also reserve the right to limit the number
 of transfers in any contract year or to refuse any transfer request for an
 owner or certain owners if: (a) we believe that excessive transfer activity
 (as we define it) or a specific transfer request or group of transfer requests
 may have a detrimental effect on accumulation unit values or the share prices
 of the underlying mutual funds; or (b) we are informed by a fund (e.g., by the
 fund's portfolio manager) that the purchase or redemption of fund shares must
 be restricted because the fund believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected fund. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular

                                      35



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?  continued

 underlying mutual fund. In furtherance of our general authority to restrict
 transfers as described above, and without limiting other actions we may take
 in the future, we have adopted the following specific restrictions:

..   With respect to each variable investment option (other than the Prudential
    Money Market Portfolio), we track amounts exceeding a certain dollar
    threshold that were transferred into the option. If you transfer such
    amount into a particular variable investment option, and within 30 calendar
    days thereafter transfer (the "Transfer Out") all or a portion of that
    amount into another variable investment option, then upon the Transfer Out,
    the former variable investment option becomes restricted (the "Restricted
    Option"). Specifically, we will not permit subsequent transfers into the
    Restricted Option for 90 calendar days after the Transfer Out if the
    Restricted Option invests in a non-international fund, or 180 calendar days
    after the Transfer Out if the Restricted Option invests in an international
    fund. For purposes of this rule, we do not (i) count transfers made in
    connection with one of our systematic programs, such as asset allocation
    and automated withdrawals and (ii) categorize as a transfer the first
    transfer that you make after the contract date, if you make that transfer
    within 30 calendar days after the contract date. Even if an amount becomes
    restricted under the foregoing rules, you are still free to redeem the
    amount from your contract at any time.
..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving a variable
    investment option on the business day subsequent to the business day on
    which the exchange request was received. Before implementing such a
    practice, we would issue a separate written notice to contract owners that
    explains the practice in detail. In addition, if we do implement a delayed
    exchange policy, we will apply the policy on a uniform basis to all
    contracts in the relevant class.
..   The portfolios may have adopted their own policies and procedures with
    respect to excessive trading of their respective shares, and we reserve the
    right to enforce these policies and procedures. The prospectuses for the
    portfolios describe any such policies and procedures, which may be more or
    less restrictive than the policies and procedures we have adopted. Under
    SEC rules, we are required to: (1) enter into a written agreement with each
    portfolio or its principal underwriter that obligates us to provide to the
    portfolio promptly upon request certain information about the trading
    activity of individual contract owners, and (2) execute instructions from
    the portfolio to restrict or prohibit further purchases or transfers by
    specific contract owners who violate the excessive trading policies
    established by the portfolio. In addition, you should be aware that some
    portfolios may receive "omnibus" purchase and redemption orders from other
    insurance companies or intermediaries such as retirement plans. The omnibus
    orders reflect the aggregation and netting of multiple orders from
    individual owners of variable insurance contracts and/or individual
    retirement plan participants. The omnibus nature of these orders may limit
    the portfolios in their ability to apply their excessive trading policies
    and procedures. In addition, the other insurance companies and/or
    retirement plans may have different policies and procedures or may not have
    any such policies and procedures because of contractual limitations. For
    these reasons, we cannot guarantee that the portfolios (and thus contract
    owners) will not be harmed by transfer activity relating to other insurance
    companies and/or retirement plans that may invest in the portfolios.

..   A portfolio also may assess a short term trading fee in connection with a
    transfer out of the variable investment option investing in that portfolio
    that occurs within a certain number of days following the date of
    allocation to the variable investment option. Each portfolio determines the
    amount of the short term trading fee and when the fee is imposed. The fee
    is retained by or paid to the portfolio and is not retained by us. The fee
    will be deducted from your Contract Value, to the extent permitted by law.
    At present, no Portfolio has adopted a short-term trading fee.

..   If we deny one or more transfer requests under the foregoing rules, we will
    inform you promptly of the circumstances concerning the denial.
..   We will not implement these rules in jurisdictions that have not approved
    contract language authorizing us to do so, or may implement different rules
    in certain jurisdictions if required by such jurisdictions. Contract owners
    in jurisdictions with such limited transfer restrictions, and contract
    owners who own variable life insurance or variable annuity contracts
    (regardless of jurisdiction) that do not impose the above-referenced
    transfer restrictions, might make more numerous and frequent transfers than
    contract owners who are subject to such limitations. Because contract
    owners who are not subject to the same transfer restrictions may have the
    same underlying mutual fund portfolios available to them, unfavorable
    consequences associated with such frequent trading within the underlying
    mutual fund (e.g., greater portfolio turnover, higher transaction costs, or
    performance or tax issues) may affect all contract owners. Apart from
    jurisdiction-specific and contract differences in transfer restrictions, we
    will apply these rules uniformly, and will not waive a transfer restriction
    for any contract owner.

 Although our transfer restrictions are designed to prevent excessive
 transfers, they are not capable of preventing every potential occurrence of
 excessive transfer activity.

 DOLLAR COST AVERAGING
 The dollar cost averaging (DCA) feature (which is distinct from the DCA Fixed
 Rate Option) allows you to systematically transfer either a fixed dollar
 amount or a percentage out of any variable investment option and into any
 other variable investment options. You can have these automatic transfers
 occur monthly, quarterly, semiannually or annually. By investing amounts on a
 regular basis instead of investing the total amount at one time, dollar cost
 averaging may decrease the effect of market fluctuation on the investment of
 your purchase payment. Of course, dollar cost averaging cannot ensure a profit
 or protect against loss in declining markets.

                                      36



 Transfers will be made automatically on the schedule you choose until the
 entire amount you chose to have transferred has been transferred or until you
 tell us to discontinue the transfers. You can allocate subsequent purchase
 payments to be transferred under this option at any time.

 Your transfers will occur on the last calendar day of each transfer period you
 have selected, provided that the New York Stock Exchange is open on that date.
 If the New York Stock Exchange is not open on a particular transfer date, the
 transfer will take effect on the next business day.

 Any dollar cost averaging transfers you make do not count toward the 12 free
 transfers you are allowed each contract year. The dollar cost averaging
 feature is available only during the contract accumulation phase and is
 offered without charge.

 ASSET ALLOCATION PROGRAM
 We recognize the value of having asset allocation models when deciding how to
 allocate your purchase payments among the investment options. If you choose to
 participate in the Asset Allocation Program, your representative will give you
 a questionnaire to complete that will help determine a program that is
 appropriate for you. Your asset allocation will be prepared based on your
 answers to the questionnaire. You will not be charged for this service, and
 you are not obligated to participate or to invest according to program
 recommendations.

 Asset allocation is a sophisticated method of diversification which allocates
 assets among classes in order to manage investment risk and enhance returns
 over the long term. However, asset allocation does not guarantee a profit or
 protect against a loss. You are not obligated to participate or to invest
 according to the program recommendations. We do not intend to provide any
 personalized investment advice in connection with these programs and you
 should not rely on these programs as providing individualized investment
 recommendations to you. The asset allocation programs do not guarantee better
 investment results. We reserve the right to terminate or change the asset
 allocation programs at any time. You should consult your representative before
 electing any asset allocation program.

 AUTO-REBALANCING
 Once you have allocated your money among the variable investment options, the
 actual performance of the investment options may cause your allocation to
 shift. For example, an investment option that initially holds only a small
 percentage of your assets could perform much better than another investment
 option. Over time, this option could increase to a larger percentage of your
 assets than you desire. You can direct us to automatically rebalance your
 assets to return to your original allocation percentage or to a subsequent
 allocation percentages you select. We will rebalance only the variable
 investment options that you have designated. If you also participate in the
 DCA feature, then the variable investment option from which you make the DCA
 transfers will not be rebalanced.

 You may choose to have your rebalancing occur monthly, quarterly,
 semiannually, or annually. The rebalancing will occur on the last calendar day
 of the period you have chosen, provided that the New York Stock Exchange is
 open on that date. If the New York Stock Exchange is not open on that date,
 the rebalancing will take effect on the next business day.

 Any transfers you make because of auto-rebalancing are not counted toward the
 12 free transfers you are allowed per year. This feature is available only
 during the contract accumulation phase, and is offered without charge. If you
 choose auto-rebalancing and dollar cost averaging, auto-rebalancing will take
 place after the transfers from your DCA account.

 SCHEDULED TRANSACTIONS

 Scheduled transactions include transfers under dollar cost averaging, the
 asset allocation program, auto-rebalancing, systematic withdrawals, systematic
 investments, required minimum distributions, substantially equal periodic
 payments under Section 72(t) or 72(q) of the Internal Revenue Code of 1986, as
 amended (Code), and annuity payments. Scheduled transactions are processed and
 valued as of the date they are scheduled, unless the scheduled day is not a
 business day. In that case, the transaction will be processed and valued on
 the next business day, unless (with respect to required minimum distributions,
 substantially equal periodic payments under Section 72(t) or 72(q) of the
 Code, and annuity payments only), the next business day falls in the
 subsequent calendar year, in which case the transaction will be processed and
 valued on the prior business day.


 VOTING RIGHTS
 We are the legal owner of the shares of the underlying mutual funds used by
 the variable investment options. However, we vote the shares of the mutual
 funds according to voting instructions we receive from contract owners. When a
 vote is required, we will mail you a proxy which is a form that you need to
 complete and return to us to tell us how you wish us to vote. When we receive
 those instructions, we will vote all of the shares we own on your behalf in
 accordance with those instructions. We will vote fund shares for which we do
 not receive instructions, and any other shares that we own in our own right,
 in the same proportion as shares for which we receive instructions from
 contract owners. This voting procedure is sometimes referred to as "mirror
 voting" because, as

                                      37



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued

 indicated in the immediately preceding sentence, we mirror the votes that are
 actually cast, rather than decide on our own how to vote. In addition, because
 all the shares of a given mutual fund held within our separate account are
 legally owned by us, we intend to vote all of such shares when that underlying
 fund seeks a vote of its shareholders. As such, all such shares will be
 counted towards whether there is a quorum at the underlying fund's shareholder
 meeting and towards the ultimate outcome of the vote. We may change the way
 your voting instructions are calculated if it is required or permitted by
 federal or state regulation.

 SUBSTITUTION
 We may substitute one or more of the underlying mutual funds used by the
 variable investment options. We may also cease to allow investments in
 existing funds. We would not do this without the approval of the Securities
 and Exchange Commission (SEC) and any necessary state insurance departments.
 You will be given specific notice in advance of any substitution we intend to
 make.

 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION)

 PAYMENT PROVISIONS
 We can begin making annuity payments any time on or after the third contract
 anniversary (or as required by state law if different). Annuity payments must
 begin no later than the contract anniversary coinciding with or next following
 the annuitant's 95/th/ birthday (unless we agree to another date). (Under the
 original version of the contract, annuity payments must begin no later than
 the contract anniversary coinciding with or next following the annuitant's
 90/th/ birthday).

 The Strategic Partners Annuity One variable annuity contract offers an
 optional Guaranteed Minimum Income Benefit, which we describe below. Your
 annuity options vary depending upon whether you choose this benefit.

 Depending upon the annuity option you choose, you may incur a withdrawal
 charge when the income phase begins. Currently, if permitted by state law, we
 deduct any applicable withdrawal charge if you choose Option 1 for a period
 shorter than five years, Option 3, or certain other annuity options that we
 may make available. We do not deduct a withdrawal charge if you choose
 Option 1 for a period of five years or longer or Option 2. For information
 about withdrawal charges, see Section 7, "What Are The Expenses Associated
 With The Strategic Partners Annuity One Contract?" In addition, if you have
 purchased the Contract With Credit, we will take back any credits that have
 not vested when you begin the income phase. See "Credits," in Section 5.


 Please note that annuitization essentially involves converting your Contract
 Value to an annuity payment stream, the length of which depends on the terms
 of the applicable annuity option. Thus, once annuity payments begin, your
 death benefit is determined solely under the terms of the applicable annuity
 payment option, and you no longer participate in any optional living benefit
 (unless you have annuitized under that benefit).


 PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT
 We make the income plans described below available at any time before the
 annuity date. These plans are called "annuity options" or "settlement
 options." During the income phase, all of the annuity options under this
 contract are fixed annuity options. This means that participation in the
 variable investment options ends on the annuity date. If an annuity option is
 not selected by the annuity date, the Life Income Annuity Option (Option 2,
 described below) will automatically be selected for you unless prohibited by
 applicable law. GENERALLY, ONCE THE ANNUITY PAYMENTS BEGIN, THE ANNUITY OPTION
 CANNOT BE CHANGED AND YOU CANNOT MAKE WITHDRAWALS. IN ADDITION TO THE ANNUITY
 PAYMENT OPTIONS DISCUSSED IN THIS SECTION, PLEASE NOTE THAT IF YOU CHOOSE THE
 OPTIONAL LIFETIME FIVE INCOME BENEFITS, THERE ARE ADDITIONAL ANNUITY PAYMENT
 OPTIONS THAT ARE ASSOCIATED WITH THAT BENEFIT. SEE SECTION 5 OF THIS
 PROSPECTUS FOR ADDITIONAL DETAILS.

 Option 1
 Annuity Payments for a Fixed Period: Under this option, we will make equal
 payments for the period chosen, up to 25 years (but not to exceed life
 expectancy). The annuity payments may be made monthly, quarterly,
 semiannually, or annually, as you choose, for the fixed period. If the
 annuitant dies during the income phase, payments will continue to the
 beneficiary for the remainder of the fixed period or, if the beneficiary so
 chooses, we will make a single lump sum payment. The amount of the lump sum
 payment is determined by calculating the present value of the unpaid future
 payments. This is done by using the interest rate used to compute the actual
 payments. The interest rate will be at least 3% a year.

 Option 2
 Life Income Annuity Option: Under this option, we will make annuity payments
 monthly, quarterly, semiannually, or annually as long as the annuitant is
 alive. If the annuitant dies before we have made 10 years worth of payments,
 we will pay the beneficiary in one lump sum the present value of the annuity
 payments scheduled to have been made over the remaining portion of that 10
 year period, unless we were specifically instructed that such remaining
 annuity payments continue to be paid to the beneficiary. The present value of
 the remaining annuity payments is calculated by using the interest rate used
 to compute the amount of the original 120 payments. The interest rate will be
 at least 3% a year.

                                      38



 If an annuity option is not selected by the annuity date, this is the option
 we will automatically select for you, unless prohibited by applicable law. If
 the life income annuity option is prohibited by applicable law, then we will
 pay you a lump sum in lieu of this option.

 Option 3

 Interest Payment Option: Under this option, we will credit interest on the
 adjusted Contract Value until you request payment of all or part of the
 adjusted Contract Value. We can make interest payments on a monthly,
 quarterly, semiannual, or annual basis or allow the interest to accrue on your
 contract assets. Under this option, we will pay you interest at an effective
 rate of at least 3% a year. This option is not available if you hold your
 contract in an IRA.

 Under this option, all gain in the annuity will be taxable as of the annuity
 date, however, you can withdraw part of or all of the Contract Value that we
 are holding at any time.


 OTHER ANNUITY OPTIONS
 We currently offer a variety of other annuity options not described above. At
 the time annuity payments are chosen, we may make available to you any of the
 fixed annuity options then offered at your annuity date.

 TAX CONSIDERATIONS

 If your contract is held under a tax-favored plan, you should consider the
 required minimum distribution rules under the tax law when selecting your
 annuity option.


 GUARANTEED MINIMUM INCOME BENEFIT
 The Guaranteed Minimum Income Benefit (GMIB), is an optional feature that
 guarantees that once the income period begins, your income payments will be no
 less than the GMIB protected value applied to the GMIB guaranteed annuity
 purchase rates. If you want the Guaranteed Minimum Income Benefit, you must
 elect it when you make your initial purchase payment. Once elected, the
 Guaranteed Minimum Income Benefit must be continued until at least the end of
 the seventh contract year. If, after the seventh contract year, you decide to
 stop participating in the GMIB, you may do so (if permitted by state law) but
 you will not be able to reinstate it. This feature may not be available in
 your state. You may not elect both GMIB and the Lifetime Five Income Benefit.

 The Guaranteed Minimum Income Benefit is subject to certain restrictions
 described below.

..   The annuitant must be 70 or younger in order for you to elect the
    Guaranteed Minimum Income Benefit, and you must also participate in the
    Guaranteed Minimum Death Benefit.
..   If you choose the Guaranteed Minimum Income Benefit, we will impose an
    annual charge equal to 0.25% of the average GMIB protected value described
    below. The maximum GMIB charge is 1.00% of average GMIB protected value.
    Please note that the charge is calculated based on average GMIB protected
    value, not Contract Value. Thus, for example, the fee would not decline on
    account of a reduction in Contract Value.
..   TO TAKE ADVANTAGE OF THE GUARANTEED MINIMUM INCOME BENEFIT, YOU MUST WAIT A
    CERTAIN AMOUNT OF TIME BEFORE YOU BEGIN THE INCOME PHASE. THE LENGTH OF
    THAT WAITING PERIOD DEPENDS UPON THE AGE OF THE ANNUITANT (OR, IF THERE IS
    A CO-ANNUITANT AS WELL, THE AGE OF THE OLDER OF THE TWO) AS SHOWN IN THE
    FOLLOWING CHART:



                     Age at Issue Contract Anniversary When
                     of Contract   GMIB Becomes Available
                     -----------   ----------------------
                               
                         0-45                15
                          46                 14
                          47                 13
                          48                 12
                          49                 11
                      50 or more             10


 Once that waiting period has elapsed, you will have a 30-day period each year,
 beginning on the contract anniversary, during which you may begin the income
 phase with the Guaranteed Minimum Income Benefit by submitting the necessary
 forms in good order to the Prudential Annuity Service Center.

 EFFECT OF WITHDRAWALS
 The protected value will equal the "roll-up value," which is the total of all
 invested purchase payments compounded daily at an effective annual rate of 5%,
 subject to a cap of 200% of all invested purchase payments. Both the roll-up
 and the cap are reduced

                                      39



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued

 proportionally by withdrawals. When the roll-up" value no longer increases,
 your protected value will continue to increase by any subsequent invested
 purchase payments, and reduce by the effect of any withdrawals.

 Payout Amount
 The Guaranteed Minimum Income Benefit payout amount is based on the age and
 sex (where applicable) of the annuitant (and, if there is one, the
 co-annuitant). After we first deduct a charge for any applicable premium taxes
 that we are required to pay, the payout amount will equal the greater of:

 1) the GMIB protected value as of the date you exercise the GMIB payout
    option, applied to the GMIB guaranteed annuity purchase rates (which are
    generally less favorable than the annuity purchase rates for annuity
    payments not involving GMIB) and based on the annuity payout option as
    described below, or

 2) the adjusted Contract Value--that is, the value of the contract minus any
    charge we impose for premium taxes and withdrawal charges--as of the date
    you exercise the GMIB payout option applied to the current annuity purchase
    rates then in use.

 GMIB Annuity Payout Options
 We currently offer two Guaranteed Minimum Income Benefit annuity payout
 options. Each option involves payment for at least a "period certain." In
 calculating the amount of the payments under the GMIB, we apply certain
 assumed interest rates, equal to 3% annually for a waiting period of 10-14
 years, and 3.5% annually for waiting periods of 15 years or longer.

 GMIB Option 1
 Single Life Payout Option: We will make monthly payments for as long as the
 annuitant lives, with payments for a period certain. We will stop making
 payments after the later of the death of the annuitant or the end of the
 period certain.

 GMIB Option 2
 Joint Life Payout Option: In the case of an annuitant and co-annuitant, we
 will make monthly payments for the joint lifetime of the annuitant and
 co-annuitant, with payments for a period certain. If the co-annuitant dies
 first, we will continue to make payments until the later of the death of the
 annuitant and the end of the period certain. If the annuitant dies first, we
 will continue to make payments until the later of the death of the
 co-annuitant and the end of the period certain, but if the period certain ends
 first, we will reduce the amount of each payment to 50% of the original amount.

 You have no right to withdraw amounts early under either GMIB payout option.
 We may make other payout frequencies available, such as quarterly,
 semi-annually or annually.

 The "period certain" for the Guaranteed Minimum Income Benefit depends upon
 the annuitant's age on the date you exercise the GMIB payout option:



                                Age   Period Certain
                             ------   --------------
                                   
                           80 or less    10 years
                               81        9 years
                               82        8 years
                               83        7 years
                               84        6 years
                           85 or more    5 years


 Because we do not impose a new waiting period for each subsequent purchase
 payment, if you choose the Guaranteed Minimum Income Benefit, we reserve the
 right to limit subsequent purchase payments if we discover that by the timing
 of your purchase payments, your GMIB protected value is increasing in ways we
 did not intend. In determining whether to limit purchase payments, we will
 look at purchase payments which are disproportionately larger than your
 initial purchase payment and other actions that may artificially increase the
 GMIB protected value. Certain state laws may prevent us from limiting your
 subsequent purchase payments. You must exercise one of the GMIB payout options
 described above no later than 30 days after the contract anniversary
 coinciding with or next following the annuitant's attainment of age 90 (with
 respect to the original version of the contract) and age 95 (with respect to
 the later version of the contract).


 You should note that GMIB is designed to provide a type of insurance that
 serves as a safety net only in the event that your Contract Value declines
 significantly due to negative investment performance. If your Contract Value
 is not significantly affected by negative investment performance, it is
 unlikely that the purchase of GMIB will result in your receiving larger
 annuity payments than if you had not purchased GMIB. This is because the
 assumptions that we use in computing the GMIB, such as the annuity purchase
 rates, (which include assumptions as to age-setbacks and assumed interest
 rates), are more conservative than the assumptions that we use in computing
 non-GMIB annuity payout options. Therefore, you may generate higher income
 payments if you were to annuitize a lower Contract Value at the current
 annuity purchase rates, than if you were to annuitize under the GMIB with a
 higher GMIB protected value than your Contract Value but at the annuity
 purchase rates guaranteed under the GMIB.


                                      40



 HOW WE DETERMINE ANNUITY PAYMENTS

 Generally speaking, the annuity phase of the contract involves our
 distributing to you in increments the value that you have accumulated. We make
 these incremental payments either over a specified time period (e.g., 15
 years) (fixed period annuities) or for the duration of the life of the
 annuitant (and possibly co-annuitant) (life annuities). There are certain
 assumptions that are common to both fixed period annuities and life annuities.
 In each type of annuity, we assume that the value you apply at the outset
 toward your annuity payments earns interest throughout the payout period. For
 annuity options within the GMIB, this interest rate ranges from 3% to 3.5%.
 For non-GMIB annuity options, the guaranteed minimum rate is 3%. The GMIB
 guaranteed annuity purchase rates in your contract depict the minimum amounts
 we will pay (per $1000 of adjusted Contract Value). If our current annuity
 purchase rates on the annuity date are more favorable to you than the
 guaranteed rates, we will make payments based on those more favorable rates.


 Other assumptions that we use for life annuities and fixed period annuities
 differ, as detailed in the following overview:

 FIXED PERIOD ANNUITIES

 Currently, we offer fixed period annuities only under the non-GMIB annuity
 options. Generally speaking, in determining the amount of each annuity payment
 under a fixed period annuity, we start with the adjusted Contract Value, add
 interest assumed to be earned over the fixed period, and divide the sum by the
 number of payments you have requested. The life expectancy of the annuitant
 and co-annuitant are relevant to this calculation only in that we will not
 allow you to select a fixed period that exceeds life expectancy.


 LIFE ANNUITIES
 There are more variables that affect our calculation of life annuity payments.
 Most importantly, we make several assumptions about the annuitant's or co-
 annuitant's life expectancy, including the following:

..   The Annuity 2000 Mortality Table is the starting point for our life
    expectancy assumptions. This table anticipates longevity of an insured
    population based on historical experience and reflecting anticipated
    experience for the year 2000.

 GUARANTEED AND GMIB ANNUITY PAYMENTS
 Because life expectancy has lengthened over the past few decades, and likely
 will increase in the future, our life annuity calculations anticipate these
 developments. We do this largely by making a hypothetical reduction in the age
 of the annuitant (or co-annuitant), in lieu of using the annuitant's (or
 co-annuitant's) actual age, in calculating the payment amounts. By using such
 a reduced age, we base our calculations on a younger person, who generally
 would live longer and therefore draw life annuity payments over a longer time
 period. Given the longer pay-out period, the payments made to the younger
 person would be less than those made to an older person. We make two such age
 adjustments:

 1. First, for all annuities, we start with the age of the annuitant (or
    co-annuitant) on his/her most recent birthday and reduce that age by two
    years, with respect to guaranteed payments.
 2. Second, for life annuities under GMIB as well as guaranteed payments under
    life annuities not involving GMIB, we make a further age reduction
    according to the table in your contract entitled "Translation of Adjusted
    Age." As indicated in the table, the further into the future the first
    annuity payment is, the longer we expect the person receiving those
    payments to live, and the more we reduce the annuitant's (or
    co-annuitant's) age.

 CURRENT ANNUITY PAYMENTS
 Immediately above, we have referenced how we determine annuity payments based
 on "guaranteed" annuity purchase rates. By "guaranteed" annuity purchase
 rates, we mean the minimum annuity purchase rates that are set forth in your
 annuity contract and thus contractually guaranteed by us. "Current" annuity
 purchase rates, in contrast, refer to the annuity purchase rates that we are
 applying to contracts that are entering the annuity phase at a given point in
 time. These current annuity purchase rates vary from period to period,
 depending on changes in interest rates and other factors. We do not guarantee
 any particular level of current annuity purchase rates. When calculating
 current annuity purchase rates, we use the actual age of the annuitant (or
 co-annuitant), rather than any reduced age.

                                      41



 4: WHAT IS THE DEATH BENEFIT?


 THE DEATH BENEFIT FEATURE PROTECTS THE CONTRACT VALUE FOR THE BENEFICIARY.

 BENEFICIARY
 The beneficiary is the person(s) or entity you name to receive any death
 benefit. You name the beneficiary at the time the contract is issued, unless
 you change it at a later date. Unless an irrevocable beneficiary has been
 named, during the accumulation period you can change the beneficiary at any
 time before the owner dies. However, if the contract is jointly owned, the
 owner must name the joint owner and the joint owner must name the owner as the
 beneficiary. For entity-owned contracts, we pay a death benefit upon the death
 of the annuitant.

 CALCULATION OF THE DEATH BENEFIT
 If the sole owner dies during the accumulation phase, we will, upon receiving
 appropriate proof of death and any other needed documentation in good order
 (proof of death), pay a death benefit to the beneficiary designated by the
 owner. If the owner and joint owner are spouses, we will pay this death
 benefit upon the death of the last surviving spouse who continues the contract
 as sole owner.

 Upon receiving appropriate proof of death, the beneficiary will receive the
 greater of the following:


 1) The current Contract Value (as of the time we receive proof of death in
    good order). If you have purchased the Contract With Credit, we will first
    deduct any credit corresponding to a purchase payment made later than one
    year prior to death.

 2) Either the base death benefit, which equals the total purchase payments you
    have made less any withdrawals, or, if you have chosen a Guaranteed Minimum
    Death Benefit (GMDB), the GMDB protected value.

 GUARANTEED MINIMUM DEATH BENEFIT
 Under the newer version of the contracts, you may elect the base death benefit
 if you are 85 or younger. Under both versions of the contracts described in
 this prospectus, you may elect a Guaranteed Minimum Death Benefit if you are
 75 or younger.

 The Guaranteed Minimum Death Benefit provides for the option to receive an
 enhanced death benefit upon the death of the sole or last surviving owner
 during the accumulation phase.

 The GMDB protected value option can be equal to the:

..   GMDB roll-up
..   GMDB step-up, or
..   Greater of the GMDB roll-up and the

 GMDB step-up.

 The GMDB protected value is calculated daily.

 GMDB ROLL-UP
 The GMDB roll-up value is equal to the invested purchase payments, increased
 daily at an effective annual rate of 5% starting on the date that each
 invested purchase payment is made. Both the GMDB roll-up and the cap value
 will increase by subsequent invested purchase payments and reduce
 proportionally by withdrawals.

 GMDB STEP-UP

 The step-up value equals the highest value of the contract on any contract
 anniversary date--that is, on each contract anniversary, the new step-up value
 becomes the higher of the previous step-up value and the current Contract
 Value. Between anniversary dates, the step-up value is only increased by
 additional invested purchase payments and reduced proportionally by
 withdrawals.


 If an owner who has purchased a Contract With Credit makes any purchase
 payment later than one year prior to death, we will adjust the death benefit
 to take back any non-vested credit corresponding to that purchase payment.

 GREATER OF STEP-UP AND ROLL-UP GUARANTEED MINIMUM DEATH BENEFIT
 Under this option, the protected value is equal to the greater of the step-up
 value and the roll-up value.


 If you have chosen a Guaranteed Minimum Death Benefit option and death occurs
 on or after age 80, the beneficiary will receive the greater of: 1) the
 current Contract Value as of the date that proof of death is received, and 2)
 the protected value of that death benefit as of age 80, reduced proportionally
 by any withdrawals and increased by subsequent purchase payments. For this
 purpose,


                                      42



 an owner is deemed to reach age 80 on the contract anniversary on or following
 the owner's actual 80/th/ birthday (or if there is a joint owner, the contract
 anniversary on or following the older owner's actual 80/th /birthday).

 Here is an example of a proportional reduction:


 The current Contract Value is $100,000 and the protected value is $80,000. The
 owner makes a withdrawal that reduces the Contract Value by 25% (including the
 effect of any withdrawal charges). The new protected value is $60,000, or 75%
 of what it was before the withdrawal.


 Special rules apply if the beneficiary is the spouse of the owner, and the
 contract does not have a joint owner. In that case, upon the death of the
 owner, the spouse will have the choice of the following:


..   If the sole beneficiary under the contract is the owner's spouse, and the
    other requirements of the Spousal Continuance Option are met, then the
    contract can continue, and the spouse will become the new owner of the
    contract; or

..   The spouse can receive the death benefit. If the spouse does wish to
    receive the death benefit, he or she must make that choice within the first
    60 days following our receipt of proof of death. Otherwise, the contract
    will continue with the spouse as owner.


 If ownership of the contract changes as a result of the owner assigning it to
 someone else, we will reset the value of the death benefit to equal the
 Contract Value on the date the change of ownership occurs, and for purposes of
 computing the future death benefit, we will treat that Contract Value as a
 purchase payment occurring on that date.


 Depending on applicable state law, some death benefit options may not be
 available or may be subject to certain restrictions under your contract.

 SPECIAL RULES IF JOINT OWNERS
 If the contract has an owner and a joint owner and they are spouses at the
 time that one dies, the surviving spouse has the choice of the following:

..   The contract can continue, with the surviving spouse as the sole owner of
    the contract; or

..   The surviving spouse can receive the adjusted Contract Value and the
    contract will end. If the surviving spouse does wish to receive the
    adjusted Contract Value, he or she must make that choice within the first
    60 days following our receipt of proof of death. Otherwise, the contract
    will continue with the surviving spouse as the sole owner.

 If the contract has an owner and a joint owner, and they are not spouses at
 the time that one dies, the contract will not continue. Instead, the
 beneficiary will receive the adjusted Contract Value.


 Joint ownership may not be allowed in your state.

 PAYOUT OPTIONS

 Originally, the beneficiary could, within 60 days of providing proof of death,
 choose to take the death benefit under one of several death benefit payout
 options listed below.


 The death benefit payout options are:

 Choice 1. Lump sum payment of the death benefit.

 If the beneficiary does not choose a payout option within sixty days, the
 beneficiary will receive this payout option.

 Choice 2. The payment of the entire death benefit within a period of 5 years
 from the date of death of the second-to-die of the owner or joint owner.


 The entire death benefit will include any increases or losses resulting from
 the performance of the variable or fixed interest rate options during this
 period. During this period the beneficiary may: reallocate the Contract Value
 among the variable or fixed interest rate options; name a beneficiary to
 receive any remaining death benefit in the event of the beneficiary's death;
 and make withdrawals from the Contract Value, in which case, any such
 withdrawals will not be subject to any withdrawal charges. However, the
 beneficiary may not make any purchase payments to the contract.


 During this 5 year period, we will continue to deduct from the death benefit
 proceeds the charges and costs that were associated with the features and
 benefits of the contract. Some of these features and benefits may not be
 available to the beneficiary, such as the Guaranteed Minimum Income Benefit.

                                      43



 4: WHAT IS THE DEATH BENEFIT? continued


 Choice 3. Payment of the death benefit under an annuity or annuity settlement
 option over the lifetime of the beneficiary or over a period not extending
 beyond the life expectancy of the beneficiary with distribution beginning
 within one year of the date of death of the owner or joint owner.

 The tax consequences to the beneficiary vary among the three death benefit
 payout options. See Section 9, "What Are The Tax Considerations Associated
 With The Strategic Partners Annuity One Contract?"


 With respect to death benefits paid on or after March 19, 2007, unless the
 surviving spouse opts to continue the contract (or spousal continuance is
 required under the terms of your contract), a beneficiary of the death benefit
 may, within 60 days of providing proof of death, also take the death benefit
 as indicated above, or as follows:

..   as a lump sum. If the beneficiary does not choose a payout option within
    sixty days, the beneficiary will be paid in this manner; or
..   as payment of the entire death benefit within a period of 5 years from the
    date of death; or
..   as a series of payments not extending beyond the life expectancy of the
    beneficiary, or over the life of the beneficiary. Payments under this
    option must begin within one year of the date of death; or
..   as the beneficiary continuation option, described immediately below.

 BENEFICIARY CONTINUATION OPTION
 Instead of receiving the death benefit in a single payment, or under an
 annuity option, a beneficiary may take the death benefit under an alternative
 death benefit payment option, as provided by the Code. This "Beneficiary
 Continuation Option" is described below and is only available for an IRA, Roth
 IRA, SEP IRA, 403(b), or a non-qualified contract.

 Under the beneficiary continuation option:

..   The Owner's contract will be continued in the Owner's name, for the benefit
    of the beneficiary.
..   The beneficiary will be charged an amount equal to 1.00% daily against the
    average daily net assets allocated to the variable investment options.
..   The beneficiary will incur an annual maintenance fee equal to the lesser of
    $30 or 2% of contract value if the contract value is less than $25,000 at
    the time the fee is assessed. The fee will not apply if it is assessed 30
    days prior to a surrender request.
..   The initial contract value will be equal to any death benefit (including
    any optional death benefit) that would have been payable to the beneficiary
    if they had taken a lump sum distribution.
..   The available variable investment options will be among those available to
    the Owner at the time of death, however certain variable investment options
    may not be available.
..   The beneficiary may request transfers among variable investment options,
    subject to the same limitations and restrictions that applied to the Owner.
    Transfers in excess of 20 per year will incur a $10 transfer fee.
..   No additional Purchase Payments can be applied to the contract.
..   The basic death benefit and any optional benefits elected by the Owner will
    no longer apply to the beneficiary.
..   The beneficiary can request a withdrawal of all or a portion of the
    Contract Value at any time without application of any applicable CDSC
    unless the Beneficiary Continuation Option was the payout predetermined by
    the Owner and the Owner restricted the beneficiary's withdrawal rights.
..   Upon the death of the beneficiary, any remaining Contract Value will be
    paid in a lump sum to the person(s) named by the beneficiary, unless the
    beneficiary named a successor who may continue receiving payments.

 Currently only investment options corresponding to Portfolios of the Advanced
 Series Trust and the Prudential Money Market Portfolio of The Prudential
 Series Fund are available under the Beneficiary Continuation Option.

 Your beneficiary will be provided with a prospectus and a settlement agreement
 that will describe this option. Please contact us for additional information
 on the availability, restrictions and limitations that will apply to a
 beneficiary under the beneficiary continuation option. We may pay compensation
 to the selling broker-dealer based on amounts held in the Beneficiary
 Continuation Option.

 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS--CONTRACTS OWNED BY INDIVIDUALS (NOT
 ASSOCIATED WITH TAX-FAVORED PLANS)

 Upon your death, certain distributions must be made under the contract. The
 required distributions depend on whether you die before you start taking
 annuity payments under the contract or after you start taking annuity payments
 under the contract.

 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.


                                      44




 If you die before the annuity date, the entire interest in the contract must
 be distributed within five years after the date of death or as periodic
 payments over a period not extending beyond the life or life expectancy of
 such designated beneficiary (provided such payments begin within one year of
 your death). Your designated beneficiary is the person to whom benefit rights
 under the contract pass by reason of death, and must be a natural person in
 order to elect a periodic payment option based on life expectancy or a period
 exceeding five years.

 Additionally, if the contract is payable to (or for the benefit of) your
 surviving spouse, that portion of the contract may be continued with your
 spouse as the owner.

 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS--CONTRACTS HELD BY TAX-FAVORED PLANS

 The Code provides for alternative death benefit payment options when a
 contract is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated beneficiary may generally elect to
 continue the contract and receive required minimum distributions under the
 contract instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 required minimum distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the beneficiary is your surviving
 spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st/ of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life or life expectancy of the designated
      beneficiary (provided such payments begin by December 31/st/ of the year
      following the year of death). However, if your surviving spouse is the
      beneficiary, the death benefit can be paid out over the life or life
      expectancy of your spouse with such payments beginning no later than
      December 31/st/ of the year following the year of death or
      December 31/st/ of the year in which you would have reached age 70 1/2,
      which ever is later. Additionally, if the contract is payable to (or for
      the benefit of) your surviving spouse, that portion of the contract may
      be continued with your spouse as the owner.

  .   If you die before a designated beneficiary is named and before the date
      Required Minimum Distributions must begin under the Code, the death
      benefit must be paid out within five years from the date of death. For
      contracts where multiple beneficiaries have been named and at least one
      of the beneficiaries does not qualify as a designated beneficiary and the
      account has not been divided into separate accounts by December 31/st/ of
      the year following the year of death, such contract is deemed to have no
      designated beneficiary.

  .   If you die before a designated beneficiary is named and after the date
      Required Minimum Distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 31/st/ of the year following the year of death, such contract
      is deemed to have no designated beneficiary.

 A beneficiary has the flexibility to take out more each year than mandated
 under the Required Minimum Distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the minimum distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date required minimum distributions must begin under
 the Code.

 The tax consequences to the beneficiary may vary among the different death
 benefit payment options. See the Tax Considerations section of this
 prospectus, and consult your tax advisor.


 EARNINGS APPRECIATOR BENEFIT
 The Earnings Appreciator Benefit is an optional, supplemental death benefit
 that provides a benefit payable upon the death of the sole or last surviving
 owner during the accumulation phase. Any Earnings Appreciator Benefit payment
 we make will be in addition to any other death benefit payment we make under
 the contract. This feature may not be available in your state. You must be 75
 or younger in order to elect the Earnings Appreciator Benefit.

 An Earnings Appreciator Benefit is calculated for each purchase payment you
 make. Your total Earnings Appreciator Benefit is the sum of the Earnings
 Appreciator Benefits for all of your purchase payments.

                                      45



 4: WHAT IS THE DEATH BENEFIT? continued


 If the owner (or older of owner and joint owner if there is a joint owner) is
 younger than age 66 on the date the application is signed, the Earnings
 Appreciator Benefit for each purchase payment is 45% of the lesser of:

..   The adjusted purchase payment (which means the invested purchase payment
    adjusted for partial withdrawals); or
..   Earnings attributed to that adjusted purchase payment.

 If the owner (or older of owner and joint owner if there is a joint owner) is
 age 66 or older (and younger than age 76) on the date the application is
 signed, the Earnings Appreciator Benefit for each purchase payment is 25% of
 the lesser of:

..   The adjusted purchase payment (which means the invested purchase payment
    adjusted for partial withdrawals); or
..   Earnings attributed to that adjusted purchase payment.

 The following rules apply to the calculation of the benefit:


..   Each "adjusted purchase payment" is the invested purchase payment reduced
    pro-rata by any subsequent withdrawals. Reduction on a pro-rata basis means
    that we calculate the percentage of your current Contract Value being
    withdrawn and reduce each adjusted purchase payment made prior to the
    withdrawal by that percentage. For example, if your Contract Value is
    $40,000 and you withdraw $10,000, you have withdrawn 25% of your Contract
    Value. If you have two adjusted purchase payments prior to the withdrawal
    ($10,000 and $20,000), each of those adjusted purchase payments would be
    reduced by 25% (to $7,500 and $15,000). The amount of earnings allocated to
    each adjusted purchase payment is also reduced by the same percentage.
    These calculations, therefore, do not depend on the actual investment
    option from which the withdrawal is made, and they are different
    calculations than those that apply for other reasons under the contract,
    such as for the withdrawal charge or for tax purposes.
..   Earnings are periodically allocated to each adjusted purchase payment on a
    pro-rata basis. We calculate the amount of earnings since the last earnings
    allocation and we allocate those earnings proportionately among the
    adjusted purchase payments (based on the amount of each adjusted purchase
    payment plus the earnings previously allocated to that adjusted purchase
    payment). For example, if you have two adjusted purchase payments--one with
    an adjusted purchase payment and allocated earnings of $30,000 and the
    other with an adjusted purchase payment and allocated earnings of $20,000
    (therefore 60% and 40% of the total respectively)--and your contract has
    earned $5,000 since the last calculation, 60% of the earnings ($3,000) will
    be allocated to the first adjusted purchase payment and 40% of the earnings
    ($2,000) will be allocated to the second adjusted purchase payment. This
    calculation, therefore, does not apply different rates of return to
    different purchase payments based on the investment options in which the
    particular purchase payment was invested. When allocating earnings at the
    time of a death benefit payment, we will first deduct from earnings the
    amount of any charges deducted and credit recaptured from your Contract
    Value at that time.
..   Under the Spousal Continuance Option, we will not allow the surviving
    spouse to continue the Earnings Appreciator Benefit (or bear the charge
    associated with that benefit) if that owner is age 76 or older when Spousal
    Continuance is activated. If the surviving spouse does continue the
    Earnings Appreciator Benefit, then we will calculate the benefit payable
    upon the surviving spouse's death in the same manner as discussed above,
    except that we will treat the Contract Value (as adjusted to reflect the
    Spousal Continuance Option) as the first adjusted purchase payment against
    which the Earnings Appreciator percentages are applied.


 See Appendix B for examples of the benefit calculations.

 TERMINATING THE EARNINGS APPRECIATOR BENEFIT
 The Earnings Appreciator Benefit will terminate on the earliest of:

..   the date you make a total withdrawal from the contract,

..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Option,

..   the date the contract terminates, or
..   the date you annuitize the contract.

 Upon termination of the Earnings Appreciator Benefit, we cease imposing the
 associated charge.


 SPOUSAL CONTINUANCE OPTION
 This is an option that, depending on the contract options chosen, can give the
 owner's surviving spouse a stepped-up account value upon the owner's death.
 Any person who buys a contract and meets our eligibility criteria for this
 benefit receives the benefit without charge. The benefit must be selected
 within 60 days of the owner's death, and may not be available under all
 contracts. The benefit described in this section applies only to the later
 version of this contract. Under the original version of this contract, no
 stepped-up Contract Value is available to a surviving spouse who continues the
 contract.



                                      46




 We offer the Spousal Continuance Option only if each of the following
 conditions is present on the date we receive proof of the owner's death: 1)
 there is only one owner of the contract and that owner is the sole annuitant,
 2) there is only one beneficiary, 3) the beneficiary is the owner's spouse, 4)
 the surviving spouse is not older than 95 on that date, and 5) the surviving
 spouse becomes the new owner and annuitant. The contract may not be continued
 upon the death of a spouse who had assumed ownership of the contract through
 the exercise of the Spousal Continuance Option.

 Under the Spousal Continuance Option, we impose no withdrawal charge at the
 time of the owner's death, and we will not impose any withdrawal charges on
 the surviving spouse with respect to the withdrawal of purchase payments made
 by the owner prior to the activation of the benefit. However, we will continue
 to impose withdrawal charges with respect to purchase payments made by the
 surviving spouse as new owner.

 IF YOU HAVE NOT SELECTED THE GUARANTEED MINIMUM DEATH BENEFIT FEATURE (I.E.,
 YOU HAVE THE BASE DEATH BENEFIT), then upon the activation of the Spousal
 Continuance Option, we will adjust the Contract Value, as of the date of our
 receipt of proof of death, to equal the greater of the following: 1) the
 Contract Value as of the date of our receipt of proof of death or 2) the sum
 of all invested purchase payments (adjusted for withdrawals) made prior to the
 date on which we receive proof of the owner's death. We will add the amount of
 any Earnings Appreciator Benefit that you have selected to each of the amounts
 specified immediately above.

 IF YOU HAVE SELECTED THE GUARANTEED MINIMUM DEATH BENEFIT FEATURE WITH THE
 ROLL-UP OPTION, then upon the activation of the Spousal Continuance Option, we
 will adjust the Contract Value, as of the date of our receipt of proof of
 death, to equal the greater of the following: 1) the Contract Value as of the
 date of our receipt of proof of death, or 2) the roll-up value. We will add
 the amount of any Earnings Appreciator Benefit that you have selected to each
 of the amounts specified immediately above. When the Spousal Continuance
 Option is activated by a surviving spouse who is younger than 80, we will
 adjust the roll-up value under the surviving spouse's contract to equal the
 Contract Value (adjusted, as described immediately above). In addition, in
 that case we will reset the surviving spouse's roll-up cap to equal 200% of
 the Contract Value (adjusted, as described immediately above). We make no
 adjustment to the roll-up value or the roll-up cap if the surviving spouse is
 80 or older, except to account for additional purchase payments and to reduce
 the roll-up value proportionately by withdrawals. If the surviving spouse was
 younger than 80 at the owner's death, then we will continue to increase the
 roll-up value annually until the earlier of either (i) the surviving spouse's
 attainment of age 80 or (ii) the attainment of the roll-up cap (i.e., the
 reset roll-up cap discussed above). Once the roll-up value ceases to increase,
 we thereafter will adjust the roll-up value only to account for subsequent
 purchase payments and to diminish it proportionally by withdrawals.

 IF YOU HAVE SELECTED THE GUARANTEED MINIMUM DEATH BENEFIT FEATURE WITH THE
 STEP-UP GMDB OPTION, then upon the activation of the Spousal Continuance
 Option, we will adjust the Contract Value, as of the date of our receipt of
 proof of death, to equal the greater of the following: 1) the Contract Value
 as of the date of our receipt of proof of death, or 2) the step-up value. We
 will add the amount of any Earnings Appreciator Benefit that you have selected
 to each of the amounts specified immediately above. When the Spousal
 Continuance Option is activated by a surviving spouse younger than 80, we will
 adjust the step-up value to equal the Contract Value (adjusted, as described
 immediately above). We make no such adjustment if the surviving spouse is 80
 or older. If the surviving spouse was younger than 80 at the owner's death,
 then we will continue to adjust the step-up value annually until the surviving
 spouse's attainment of age 80. After the surviving spouse attains age 80, we
 will continue to adjust the step-up value only to account for additional
 purchase payments and to reduce the step-up value proportionally by
 withdrawals.

 IF YOU HAVE SELECTED THE GREATER OF ROLL-UP AND STEP-UP AS YOUR GMDB OPTION,
 then we will calculate those values upon activation of the Spousal Continuance
 Option in accordance with the procedures set out in the immediately preceding
 paragraphs and in your contract.

 After activation of the Spousal Continuance Option, we will calculate the
 Earnings Appreciator Benefit in the manner discussed under "Earnings
 Appreciator Death Benefit". We do not allow the surviving spouse to retain the
 Guaranteed Minimum Income Benefit under the Spousal Continuance Option (or
 bear the charge associated with that benefit).

 In the preceding discussion of the Spousal Continuance Option, we intend
 references to attainment of age 80 to refer to the contract anniversary on or
 following the actual 80/th/ birthday of the surviving spouse.

 See Section 5 with respect to Spousal Continuance of Lifetime Five.


                                      47



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT?


 LIFETIME FIVE INCOME BENEFIT

 The Lifetime Five Income Benefit (Lifetime Five) is an optional feature that
 guarantees your ability to withdraw amounts equal to a percentage of an
 initial principal value (called the "Protected Withdrawal Value"), regardless
 of the impact of market performance on your Contract Value, subject to our
 rules regarding the timing and amount of withdrawals. There are two
 options--one is designed to provide an annual withdrawal amount for life (the
 "Life Income Benefit") and the other is designed to provide a greater annual
 withdrawal amount (than the first option) as long as there is Protected
 Withdrawal Value (adjusted as described below) (the "Withdrawal Benefit"). If
 there is no Protected Withdrawal Value, the Withdrawal Benefit will be zero.
 You do not choose between these two options; each option will continue to be
 available as long as the annuity has a Contract Value and Lifetime Five is in
 effect. Certain benefits under Lifetime Five may remain in effect even if the
 Contract Value is zero. The option may be appropriate if you intend to make
 periodic withdrawals from your contract and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals--the guarantees are not lost if you withdraw
 less than the maximum allowable amount each year. Lifetime Five is only being
 offered in those jurisdictions where we have received regulatory approval and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved.


 Lifetime Five is subject to certain restrictions described below.

..   Currently, Lifetime Five can only be elected once each contract year, and
    only where the annuitant and the contract owner are the same person or, if
    the contract owner is an entity, where there is only one annuitant. We
    reserve the right to limit the election frequency in the future. Before
    making any such change to the election frequency, we will provide prior
    notice to contact owners who have an effective Lifetime Five Income Benefit.
..   The annuitant must be at least 45 years old when Lifetime Five is elected.

..   Lifetime Five may not be elected if you have elected any other optional
    living benefit.
..   Owners electing this benefit prior to December 5, 2005, were required to
    allocate Contract Value to one or more of the following asset allocation
    portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
    Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
    Allocation Portfolio. Owners electing this benefit on or after December 5,
    2005 must allocate Contract Value to one or more of the following asset
    allocation portfolios of Advanced Series Trust: AST Capital Growth Asset
    Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST
    Conservative Asset Allocation Portfolio, and AST Preservation Asset
    Allocation Portfolio or to the AST Advanced Strategies Portfolio, AST First
    Trust Balanced Target Portfolio, AST First Trust Capital Appreciation
    Target Portfolio AST T. Rowe Price Asset Allocation Portfolio, AST UBS
    Dynamic Alpha Portfolio, or AST American Century Strategic Allocation
    Portfolio. As specified in this paragraph, you generally must allocate your
    Contract Value in accordance with the then-available option(s) that we may
    prescribe, in order to elect and maintain Lifetime Five. If, subsequent to
    your election of the benefit, we change our requirements for how Contract
    Value must be allocated under the benefit, that new requirement will apply
    only to new elections of the benefit, and will not compel you to
    re-allocate your Contract Value in accordance with our newly-adopted
    requirements. All subsequent transfers and purchase payments will be
    subject to the new investment limitations.


 Protected Withdrawal Value

 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Life Income Benefit and the Withdrawal Benefit. The initial
 Protected Withdrawal Value is determined as of the date you make your first
 withdrawal under your contract following your election of Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of:

 (A)the Contract Value on the date you elect Lifetime Five, plus any additional
    Purchase Payments (and any Credits), each growing at 5% per year from the
    date of your election of the benefit, or application of the Purchase
    Payment to your contract, as applicable, until the date of your first
    withdrawal or the 10th anniversary of the benefit effective date, if
    earlier;

 (B)the Contract Value on the date of the first withdrawal from your contract,
    prior to the withdrawal;

 (C)the highest Contract Value on each contract anniversary, plus subsequent
    Purchase Payments (plus any Credits) prior to the first withdrawal or the
    10th anniversary of the benefit effective date, if earlier.

 With respect to A and C above, after the 10th anniversary of the benefit
 effective date, each value is increased by the amount of any subsequent
 Purchase Payments (plus any Credits).

 If you elect Lifetime Five at the time you purchase your contract, the
 Contract Value will be your initial Purchase Payment (plus any Credits).

 If you make additional Purchase Payments after your first withdrawal, the
 Protected Withdrawal Value will be increased by the amount of each additional
 Purchase Payment (plus any Credits).


                                      48




 You may elect to step-up your Protected Withdrawal Value if, due to positive
 market performance, your Contract Value is greater than the Protected
 Withdrawal Value.

 If you elected Lifetime Five on or after March 20, 2006:
..   you are eligible to step-up the Protected Withdrawal Value on or after the
    1st anniversary of the first withdrawal under Lifetime Five.
..   the Protected Withdrawal Value can be stepped up again on or after the 1st
    anniversary of the preceding step-up.

 Under contracts with Lifetime Five elected prior to March 20, 2006, the
 Protected Withdrawal Value can be stepped up on or after the 5/th/ anniversary
 following the first withdrawal under Lifetime Five, or five years after the
 preceding step-up.

 In either scenario, (i.e., elections before or after March 20, 2006), if you
 elect to step-up the Protected Withdrawal Value, and on the date you elect to
 step-up, the charges under Lifetime Five have changed for new purchasers, you
 may be subject to the new charge at the time of the step-up. Upon election of
 the step-up, we increase the Protected Withdrawal Value to be equal to the
 then-current Contract Value. For example, assume your Initial Protected
 Withdrawal Value was $100,000, and you have made cumulative withdrawals of
 $40,000, reducing the Protected Withdrawal Value to $60,000. On the date you
 are eligible to step-up the Protected Withdrawal Value, your Contract Value is
 equal to $75,000. You could elect to step-up the Protected Withdrawal Value to
 $75,000 on the date you are eligible. If your current Annual Income Amount and
 Annual Withdrawal Amount are less than they would be if we did not reflect the
 step-up in Protected Withdrawal Value, then we will increase these amounts to
 reflect the step-up as described below.


 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force.

 If you elected Lifetime Five on or after March 20, 2006 and have also elected
 the Auto Step-Up feature:

..   the first Auto Step-Up opportunity will occur on the 1/st/ Contract
    Anniversary that is at least one year after the later of (1) the date of
    the first withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Account Value is greater than the Annual Income Amount by any amount.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Account
    Value is not greater than the Annual Income Amount, an Auto Step-Up
    opportunity will occur on each successive Contract Anniversary until a
    step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    1/st/ Contract Anniversary that is at least one year after the most recent
    step-up.

 If you elected Lifetime Five prior to March 20, 2006 and have also elected the
 Auto Step-Up feature:

..   the first Auto Step-Up opportunity will occur on the Contract Anniversary
    that is at least five years after the later of (1) the date of the first
    withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Account Value is greater than the Annual Income Amount by 5% or more.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Account
    Value does not exceed the Annual Income Amount by 5% or more, an Auto
    Step-Up opportunity will occur on each successive Contract Anniversary
    until a step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    Contract Anniversary that is at least 5 years after the most recent step-up.


 In either scenario (i.e., elections before or after March 20, 2006), if on the
 date that we implement an Auto Step-Up to your Protected Withdrawal Value, the
 charge for Lifetime Five has changed for new purchasers, you may be subject to
 the new charge at the time of such step-up. Subject to our rules and
 restrictions, you will still be permitted to manually step-up the Protected
 Withdrawal Value even if you elect the Auto Step-Up feature. Upon election of
 the step-up, we increase the Protected Withdrawal Value to be equal to the
 then current Contract Value. For example, assume your initial Protected
 Withdrawal Value was $100,000 and you have made cumulative withdrawals of
 $40,000, reducing the Protected Withdrawal Value to $60,000. On the date you
 are eligible to step-up the Protected Withdrawal Value, your Contract Value is
 equal to $75,000. You could elect to step-up the Protected Withdrawal Value to
 $75,000 on the date you are eligible. If your current Annual Income Amount and
 Annual Withdrawal Amount (as described below) are less than they would be if
 we did not reflect the step-up in Protected Withdrawal Value, then we will
 increase these amounts to reflect the step-up as described below.


 The Protected Withdrawal Value is reduced each time a withdrawal is made on a
 "dollar-for-dollar" basis up to 7% per contract year of the Protected
 Withdrawal Value and on the greater of a "dollar-for-dollar" basis or a pro
 rata basis for withdrawals in a contract year in excess of that amount until
 the Protected Withdrawal Value is reduced to zero. At that point, the Annual
 Withdrawal Amount will be zero until such time (if any) as the contract
 reflects a Protected Withdrawal Value (for example, due to a step-up or
 additional purchase payments being made into the contract).

                                      49



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued

 ANNUAL INCOME AMOUNT UNDER THE LIFE INCOME BENEFIT

 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals in a
 contract year are less than or equal to the Annual Income Amount, they will
 not reduce your Annual Income Amount in subsequent contract years. If your
 cumulative withdrawals are in excess of the Annual Income Amount (Excess
 Income), your Annual Income Amount in subsequent years will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Income to the Contract Value immediately prior to such withdrawal
 (see examples of this calculation below). Reductions include the actual amount
 of the withdrawal, including any withdrawal charges that may apply. A
 withdrawal can be considered Excess Income under the Life Income Benefit even
 though it does not exceed the Annual Withdrawal Amount under the Withdrawal
 Benefit. When you elect a step-up, your Annual Income Amount increases to
 equal 5% of your Contract Value after the step-up if such amount is greater
 than your Annual Income Amount. Your Annual Income Amount also increases if
 you make additional purchase payments. The amount of the increase is equal to
 5% of any additional purchase payments. Any increase will be added to your
 Annual Income Amount beginning on the day that the step-up is effective or the
 purchase payment is made. A determination of whether you have exceeded your
 Annual Income Amount is made at the time of each withdrawal; therefore, a
 subsequent increase in the Annual Income Amount will not offset the effect of
 a withdrawal that exceeded the Annual Income Amount at the time the withdrawal
 was made.


 ANNUAL WITHDRAWAL AMOUNT UNDER THE WITHDRAWAL BENEFIT

 The initial Annual Withdrawal Amount is equal to 7% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals each
 contract year are less than or equal to the Annual Withdrawal Amount, your
 Protected Withdrawal Value will be reduced on a "dollar-for-dollar" basis. If
 your cumulative withdrawals are in excess of the Annual Withdrawal Amount
 (Excess Withdrawal), your Annual Withdrawal Amount will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Withdrawal to the Contract Value immediately prior to such
 withdrawal (see the examples of this calculation below). Reductions include
 the actual amount of the withdrawal, including any withdrawal charges that may
 apply. When you elect a step-up, your Annual Withdrawal Amount increases to
 equal 7% of your Contract Value after the step-up if such amount is greater
 than your Annual Withdrawal Amount. Your Annual Withdrawal Amount also
 increases if you make additional purchase payments. The amount of the increase
 is equal to 7% of any additional purchase payments. A determination of whether
 you have exceeded your Annual Withdrawal Amount is made at the time of each
 withdrawal; therefore, a subsequent increase in the Annual Withdrawal Amount
 will not offset the effect of a withdrawal that exceeded the Annual Withdrawal
 Amount at the time the withdrawal was made.


 Lifetime Five does not affect your ability to make withdrawals under your
 contract or limit your ability to request withdrawals that exceed the Annual
 Income Amount and the Annual Withdrawal Amount. You are not required to
 withdraw all or any portion of the Annual Withdrawal Amount or Annual Income
 Amount in each contract year.

..   If, cumulatively, you withdraw an amount less than the Annual Withdrawal
    Amount under the Withdrawal Benefit in any contract year, you cannot
    carry-over the unused portion of the Annual Withdrawal Amount to subsequent
    contract years.
..   If, cumulatively, you withdraw an amount less than the Annual Income Amount
    under the Life Income Benefit in any contract year, you cannot carry-over
    the unused portion of the Annual Income Amount to subsequent contract years.

 However, because the Protected Withdrawal Value is only reduced by the actual
 amount of withdrawals you make under these circumstances, any unused Annual
 Withdrawal Amount or Annual Income Amount may extend the period of time until
 the remaining Protected Withdrawal Value is reduced to zero.


 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Protected Withdrawal Value, Annual Withdrawal Amount and
 Annual Income Amount assume: 1.) the contract date and the effective date of
 Lifetime Five are February 1, 2005; 2.) an initial purchase payment of
 $250,000; 3.) the Contract Value on February 1, 2006 is equal to $265,000; and
 4.) the first withdrawal occurs on March 1, 2006 when the Contract Value is
 equal to $263,000. The values set forth here are purely hypothetical, and do
 not reflect the charge for Lifetime Five.


 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05(393/365) = $263,484

 (b)Contract Value on March 1, 2006 (the date of the first withdrawal) =
    $263,000
 (c)Contract Value on February 1, 2006 (the first contract anniversary) =
    $265,000


 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Withdrawal Amount is equal to $18,550 under the Withdrawal Benefit (7%
 of $265,000). The Annual Income Amount is equal to $13,250 under the Life
 Income Benefit (5% of $265,000).

                                      50



 Example 1. Dollar-for-Dollar Reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:

..   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
    $10,000 = $8,550
..   Annual Withdrawal Amount for future contract years remains at $18,550
..   Remaining Annual Income Amount for current contract year = $13,250 -
    $10,000 = $3,250
..   Annual Income Amount for future contract years remains at $13,250
..   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-for-Dollar and Proportional Reductions
 a) If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:
..   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
    $15,000 = $3,550
..   Annual Withdrawal Amount for future contract years remains at $18,550
..   Remaining Annual Income Amount for current contract year = $0
..   Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
    $1,750) reduces Annual Income Amount for future contract years.

..   Reduction to Annual Income Amount = Excess Income/Contract Value before
    Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
    $13,250 = $93

..   Annual Income Amount for future contract years = $13,250 - $93 = $13,157
..   Protected Withdrawal Value is reduced by $15,000 from $265,000 to $250,000

 b) If $25,000 was withdrawn (more than both the Annual Income Amount and the
    Annual Withdrawal Amount) on March 1, 2006, then the following values would
    result:
..   Remaining Annual Withdrawal Amount for current contract year = $0
..   Excess of withdrawal over the Annual Withdrawal Amount ($25,000 - $18,550 =
    $6,450) reduces Annual Withdrawal Amount for future contract years.

..   Reduction to Annual Withdrawal Amount = Excess Withdrawal/Contract Value

..   before Excess Withdrawal
..   Annual Withdrawal Amount = $6,450/($263,000 - $18,550) X $18,550 = $489
..   Annual Withdrawal Amount for future contract years = $18,550 - $489 =
    $18,061
..   Remaining Annual Income Amount for current contract year = $0
..   Excess of withdrawal over the Annual Income Amount ($25,000 - $13,250 =
    $11,750) reduces Annual Income Amount for future contract years.

..   Reduction to Annual Income Amount = Excess Income/Contract Value before
    Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
    $13,250 = $623

..   Annual Income Amount for future contract years = $13,250 - $623 = $12,627
..   Protected Withdrawal Value is first reduced by the Annual Withdrawal Amount
    ($18,550) from $265,000 to $246,450. It is further reduced by the greater
    of a dollar-for-dollar reduction or a proportional reduction.
..   Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450

..   Proportional reduction = Excess Withdrawal/Contract Value before Excess
    Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
    $246,450 = $6,503

..   Protected Withdrawal Value = $246,450 - max [$6,450, $6,503] = $239,947

 Example 3. Step-up of the Protected Withdrawal Value
 If the Annual Income Amount ($13,250) is withdrawn each year starting on
 March 1, 2006 for a period of 3 years, the Protected Withdrawal Value on
 February 1, 2010 would be reduced to $225,250 [$265,000 - ($13,250 X 3)]. If a
 step-up is elected on February 1, 2010, then the following values would result:


..   Protected Withdrawal Value = Contract Value on February 1, 2010 = $280,000

..   Annual Income Amount is equal to the greater of the current Annual Income
    Amount or 5% of the stepped up Protected Withdrawal Value. Current Annual
    Income Amount is $13,250. 5% of the stepped-up Protected Withdrawal Value
    is 5% of $280,000, which is $14,000. Therefore, the Annual Income Amount is
    increased to $14,000.
..   Annual Withdrawal Amount is equal to the greater of the current Annual
    Withdrawal Amount or 7% of the stepped up Protected Withdrawal Value.
    Current Annual Withdrawal Amount is $18,550. 7% of the stepped-up Protected
    Withdrawal Value is 7% of $280,000, which is $19,600. Therefore, the Annual
    Withdrawal Amount is increased to $19,600.

 Because the Contract Date and Effective Date of Lifetime Five for this example
 is prior to March 20, 2006, if the step-up request on February 1, 2012 was due
 to the election of the auto step-up feature, we would first check to see if an
 auto step-up should occur by checking to see if 5% of the Account Value
 exceeds the Annual Income Amount by 5% or more. 5% of the Account Value is

                                      51



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 equal to 5% of $280,000, which is $14,000. 5% of the Annual Income Amount
 ($13,250) is $662.50, which added to the Annual Income Amount is $13,912.50.
 Since 5% of the Account Value is greater than $13,912.50, the step-up would
 still occur in this scenario, and all of the values would be increased as
 indicated above. Had the contract date and effective date of the Lifetime Five
 benefit been on or after March 20, 2006, the step-up would still occur because
 5% of the Account Value is greater than the Annual Income Amount.


 BENEFITS UNDER LIFETIME FIVE

..   If your Contract Value is equal to zero, and the cumulative withdrawals in
    the current contract year are greater than the Annual Withdrawal Amount,
    Lifetime Five will terminate. To the extent that your Contract Value was
    reduced to zero as a result of cumulative withdrawals that are equal to or
    less than the Annual Income Amount and amounts are still payable under both
    the Life Income Benefit and the Withdrawal Benefit, you will be given the
    choice of receiving the payments under the Life Income Benefit or under the
    Withdrawal Benefit. Once you make this election we will make an additional
    payment for that contract year equal to either the remaining Annual Income
    Amount or Annual Withdrawal Amount for the contract year, if any, depending
    on the option you choose. In subsequent contract years we make payments
    that equal either the Annual Income Amount or the Annual Withdrawal Amount.
    You will not be able to change the option after your election and no
    further purchase payments will be accepted under your contract. If you do
    not make an election, we will pay you annually under the Life Income
    Benefit. To the extent that cumulative withdrawals in the current contract
    year that reduced your Contract Value to zero are more than the Annual
    Income Amount but less than or equal to the Annual Withdrawal Amount and
    amounts are still payable under the Withdrawal Benefit, you will receive
    the payments under the Withdrawal Benefit. In the year of a withdrawal that
    reduced your Contract Value to zero, we will make an additional payment to
    equal any remaining Annual Withdrawal Amount and make payments equal to the
    Annual Withdrawal Amount in each subsequent year (until the Protected
    Withdrawal Value is depleted). Once your Contract Value equals zero no
    further purchase payments will be accepted under your contract.


..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years or any remaining Protected
    Withdrawal Value, you can elect one of the following three options:

    1. apply your Contract Value to any annuity option available;

    2. request that, as of the date annuity payments are to begin, we make
       annuity payments each year equal to the Annual Income Amount. We make
       such annuity payments until the annuitant's death; or
    3. request that, as of the date annuity payments are to begin, we pay out
       any remaining Protected Withdrawal Value as annuity payments. Each year
       such annuity payments will equal the Annual Withdrawal Amount or the
       remaining Protected Withdrawal Value if less. We make such annuity
       payments until the earlier of the annuitant's death or the date the
       Protected Withdrawal Value is depleted.

 We must receive your request in a form acceptable to us at the Prudential
 Annuity Service Center.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a single life fixed annuity with
    five payments certain using the greater of the annuity rates then currently
    available or the annuity rates guaranteed in your contract. The amount that
    will be applied to provide such annuity payments will be the greater of:
    1. the present value of future Annual Income Amount payments. Such present
       value will be calculated using the greater of the single life fixed
       annuity rates then currently available or the single life fixed annuity
       rates guaranteed in your contract; and

    2. the Contract Value.


 If no withdrawal was ever taken, we will determine a Protected Withdrawal
 Value and calculate an Annual Income Amount and an Annual Withdrawal Amount as
 if you made your first withdrawal on the date the annuity payments are to
 begin.

 Other Important Considerations
..   Withdrawals under Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.

..   Withdrawals made while Lifetime Five is in effect will be treated, for tax
    purposes, in the same way as any other withdrawals under the contract.
    Lifetime Five does not directly affect the Contract Value or surrender
    value, but any withdrawal will decrease the Contract Value by the amount of
    the withdrawal (plus any applicable withdrawal charges). If you surrender
    your contract, you will receive the current Contract Value, not the
    Protected Withdrawal Value.
..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Lifetime Five. Lifetime Five provides
    a guarantee that if your Contract Value declines due to market performance,
    you will be able to receive your Protected Withdrawal Value or Annual
    Income Amount in the form of periodic benefit payments.


                                      52



 Election of Lifetime Five

 Lifetime Five can be elected only after the contract date. Elections of
 Lifetime Five are subject to our eligibility rules and restrictions. The
 contract owner's Contract Value as of the date of election will be used as the
 basis to calculate the initial Protected Withdrawal Value, the initial Annual
 Withdrawal Amount, and the initial Annual Income Amount.


 Termination of Lifetime Five
 Lifetime Five terminates automatically when your Protected Withdrawal Value
 and Annual Income Amount reach zero. You may terminate Lifetime Five at any
 time by notifying us. If you terminate Lifetime Five, any guarantee provided
 by the benefit will terminate as of the date the termination is effective.

 Lifetime Five terminates:

..   upon your surrender of the contract,

..   upon the death of the annuitant (but your surviving spouse may elect a new
    Lifetime Five benefit if your spouse elects the Spousal Continuance Option
    and your spouse would then be eligible to elect the benefit as if he/she
    were a new purchaser),

..   upon a change in ownership of the contract that changes the tax
    identification number of the contract owner, or
..   upon your election to begin receiving annuity payments.

 We cease imposing the charge for Lifetime Five upon the earliest to occur of
 (i) your election to terminate the benefit, (ii) our receipt of appropriate
 proof of the death of the owner (or annuitant, for entity owned contracts),
 (iii) the annuity date, (iv) automatic termination of the benefit due to an
 impermissible change of owner or annuitant, or (v) a withdrawal that causes
 the benefit to terminate.

 While you may terminate Lifetime Five at any time, we may not terminate the
 benefit other than in the circumstances listed above. However, we may stop
 offering Lifetime Five for new elections or re-elections at any time in the
 future.

 Currently, if you terminate Lifetime Five, you will only be permitted to
 re-elect the benefit on any anniversary of the contract date that is at least
 90 calendar days from the date the benefit was last terminated.

 If you elected Lifetime Five at the time you purchased your contract and prior
 to March 20, 2006, and you terminate Lifetime Five, there will be no waiting
 period before you can re-elect the benefit. However, once you choose to
 re-elect/elect, the waiting period described above will apply to subsequent
 re-elections. If you elected Lifetime Five after the time you purchased your
 contract, but prior to March 20, 2006, and you terminate Lifetime Five, you
 must wait until the contract anniversary following your cancellation before
 you can re-elect the benefit. Once you choose to re-elect/elect, the waiting
 period described above will apply to subsequent re-elections. We reserve the
 right to limit the re-election/election frequency in the future. Before making
 any such change to the re-election/election frequency, we will provide prior
 notice to contract owners who have an effective Lifetime Five Income Benefit.

 ADDITIONAL TAX CONSIDERATIONS FOR QUALIFIED CONTRACTS

 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your annuity contract
 beginning after age 70 1/2. The amount required under the Code may exceed the
 Annual Withdrawal Amount and the Annual Income Amount, which will cause us to
 increase the Annual Income Amount and the Annual Withdrawal Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. Any such payments will reduce your Protected
 Withdrawal Value. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as required minimum distribution provisions under the tax law.


 6: HOW CAN I PURCHASE A STRATEGIC PARTNERS ANNUITY ONE CONTRACT?

 PURCHASE PAYMENTS
 The initial purchase payment is the amount of money you first pay us to
 purchase the contract. Unless we agree otherwise, and subject to our rules,
 the minimum initial purchase payment is $10,000. You must get our prior
 approval for any initial and additional purchase payment of $1,000,000 or
 more, unless we are prohibited under applicable state law from insisting on
 such prior approval. With some restrictions, you can make additional purchase
 payments by means other than electronic fund transfer of no less than $1,000
 at any time during the accumulation phase. However, we impose a minimum of
 $100 with respect to additional purchase payments made through electronic fund
 transfers.

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger (or age 80 depending on the
 version of the contract) on the contract date. Certain age limits apply to
 certain features and benefits described

                                      53



 6: HOW CAN I PURCHASE A STRATEGIC PARTNERS ANNUITY ONE CONTRACT? continued

 herein. No subsequent purchase payments may be made on or after the earliest
 of the 86/th/ birthday (or 81/st/ birthday depending on the version of the
 contract) of:

..   the owner,
..   the joint owner,
..   the annuitant, or
..   the co-annuitant.

 Currently, the maximum aggregate purchase payments you may make is $20
 million. We limit the maximum total purchase payments in any contract year,
 other than the first to $2 million absent our prior approval. Depending on
 applicable state law, other limits may apply.

 ALLOCATION OF PURCHASE PAYMENTS
 When you purchase a contract, we will allocate your invested purchase payment
 among the variable investment options or, if you choose the Contract Without
 Credit, the fixed interest rate options based on the percentages you choose.
 The percentage of your allocation to a particular investment option can range
 in whole percentages from 0% to 100%.

 When you make an additional purchase payment, it will be allocated in the same
 way as your most recent purchase payment, unless you tell us otherwise. If you
 purchase the Contract Without Credit, allocations to the DCA Fixed Rate Option
 must be no less than $5,000.

 You may change your allocation of future invested purchase payments at any
 time. Contact the Prudential Annuity Service Center for details.


 We generally will credit the initial purchase payment to your contract within
 two business days from the day on which we receive your payment in good order
 at the Prudential Annuity Service Center. If, however, your first payment is
 made without enough information for us to set up your contract, we may need to
 contact you to obtain the required information. If we are not able to obtain
 this information within five business days, we will within that five business
 day period either return your purchase payment or obtain your consent to
 continue holding it until we receive the necessary information. We will
 generally credit each subsequent purchase payment as of the business day we
 receive it in good order at the Prudential Annuity Service Center. Our
 business day generally closes at 4:00 p.m. Eastern time. Our business day may
 close earlier, for example if regular trading on the New York Stock Exchange
 closes early. Subsequent purchase payments received in good order after the
 close of the business day will be credited on the following business day. With
 respect to both your initial purchase payment and any subsequent purchase
 payment that is pending investment in our separate account we may hold the
 amount temporarily in our general account and may earn interest on such
 amount. You will not be credited with interest during that period.


 At our discretion, we may give initial and subsequent purchase payments (as
 well as withdrawals and transfers) received in good order by certain
 broker/dealers prior to the close of a business day the same treatment as they
 would have received had they been received at the same time at the Prudential
 Annuity Service Center. For more detail, talk to your registered
 representative.

 Applicable laws designed to counter terrorists and prevent money laundering
 might, in certain circumstances, require us to block a contract owner's
 ability to make certain transactions, and thereby refuse to accept purchase
 payments or requests for transfers, partial withdrawals, total withdrawals,
 death benefits, or income payments until instructions are received from the
 appropriate regulator. We also may be required to provide additional
 information about you and your contract to government regulators.

 CREDITS

 If you purchase the Contract With Credit, we will add a credit amount to your
 Contract Value with each purchase payment you make. The credit amount is
 allocated to the variable investment options in the same percentages as the
 purchase payment.


 Under the version of the Contract With Credit under which bonus credits vest
 over a seven year period, the credit percentage is currently equal to 4% of
 each purchase payment. With the approval of the SEC, we can change that credit
 percentage, but we guarantee it will never be less than 3%. Under the version
 of the Contract With Credit under which bonus credits generally are not
 recapturable after expiration of the free look period, the bonus credit that
 we pay with respect to any purchase payment depends on (i) the age of the
 older of the owner or joint owner on the date on which the purchase payment is
 made and (ii) the amount of the purchase payment. Specifically,

..   if the elder owner is 80 or younger on the date that the purchase payment
    is made, then we will add a bonus credit to the purchase payment equal to
    4% if the purchase payment is less than $250,000 or 5% if the purchase
    payment is greater than or equal to $250,000; and

                                      54



..   if the elder owner is aged 81-85 on the date that the purchase payment is
    made, then we will add a bonus credit equal to 3% of the amount of the
    purchase payment.

 Under the version of the Contract With Credit under which bonus credits vest
 over a seven year period, each credit is subject to its own vesting schedule,
 which is shown below. If you make a withdrawal of all or part of a purchase
 payment, or you begin the income phase of the contract, we will take back the
 non-vested portion of the credit attributable to that purchase payment.
 Withdrawals of purchase payments occur on a first-in first-out basis. This
 credit that we take back is in addition to any withdrawal charges that may
 apply.

 Under the version of the Contract With Credit under which bonus credits vest
 over a seven year period, bonus credits vest according to the following
 schedule:



              Number of Contract Anniversaries
             Since Date of Each Purchase Payment Vested Percentage
             ----------------------------------- -----------------
                                              
                              0                          0%
                              1                         10%
                              2                         20%
                              3                         30%
                              4                         40%
                              5                         50%
                              6                         60%
                              7                         100%


 Under each version of the Contract With Credit, if we pay a death benefit
 under the contract, we have the right to take back any credit we applied one
 year prior to the date of death or later.

 Under each version of the Contract With Credit, we recapture bonus credits if
 the owner returns his or her contract during the free look period.

 Depending upon the state in which your contract was issued, your contract may
 include a different vesting schedule.

 CALCULATING CONTRACT VALUE
 The value of the variable portion of your contract will go up or down
 depending on the investment performance of the variable investment options you
 choose. To determine the value of your contract allocated to the variable
 investment options, we use a unit of measure called an accumulation unit. An
 accumulation unit works like a share of a mutual fund.

 Every day we determine the value of an accumulation unit for each of the
 variable investment options. We do this by:

 1) adding up the total amount of money allocated to a specific investment
    option;
 2) subtracting from that amount insurance charges and any other applicable
    charges such as for taxes; and
 3) dividing this amount by the number of outstanding accumulation units.

 When you make a purchase payment to a variable investment option, we credit
 your contract with accumulation units of the subaccount or subaccounts for the
 investment options you choose. We determine the number of accumulation units
 credited to your contract by dividing the amount of the purchase payment, plus
 (if you have purchased the Contract With Credit) any applicable credit,
 allocated to a variable investment option by the unit price of the
 accumulation unit for that investment option. We calculate the unit price for
 each investment option after the New York Stock Exchange closes each day and
 then credit your contract. The value of the accumulation units can increase,
 decrease, or remain the same from day to day.


 We cannot guarantee that your Contract Value will increase or that it will not
 fall below the amount of your total purchase payments.


 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE
 CONTRACT?

 There are charges and other expenses associated with the contract that reduce
 the return on your investment. These charges and expenses are described below.

 The charges under the contracts are designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under the contracts. They are also designed, in the aggregate, to compensate
 us for the risks of loss we assume

                                      55



 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE
 CONTRACT? continued

 pursuant to the contracts. If, as we expect, the charges that we collect from
 the contracts exceed our total costs in connection with the contracts, we will
 earn a profit. Otherwise, we will incur a loss. The rates of certain of our
 charges have been set with reference to estimates of the amount of specific
 types of expenses or risks that we will incur. In most cases, this prospectus
 identifies such expenses or risks in the name of the charge; however, the fact
 that any charge bears the name of, or is designed primarily to defray a
 particular expense or risk does not mean that the amount we collect from that
 charge will never be more than the amount of such expense or risk. Nor does it
 mean that we may not also be compensated for such expense or risk out of any
 other charges we are permitted to deduct by the terms of the contract.

 INSURANCE AND ADMINISTRATIVE CHARGES

 Each day, we make a deduction for the insurance and administrative charges.
 These charges cover our expenses for mortality and expense risk,
 administration, marketing and distribution. If you choose a Guaranteed Minimum
 Death Benefit option, or Lifetime Five Income Benefit option, the insurance
 and administrative charge also includes a charge to cover our assumption of
 the associated risk. The mortality risk portion of the charge is for assuming
 the risk that the annuitant(s) will live longer than expected based on our
 life expectancy tables. When this happens, we pay a greater number of annuity
 payments. We also incur the risk that the death benefit amount exceeds the
 Contract Value. The expense risk portion of the charge is for assuming the
 risk that the current charges will be insufficient in the future to cover the
 cost of administering the contract. The administrative expense portion of the
 charge compensates us for the expenses associated with the administration of
 the contract. This includes preparing and issuing the contract; establishing
 and maintaining contract records; preparation of confirmations and annual
 reports; personnel costs; legal and accounting fees; filing fees; and systems
 costs.


 We calculate the insurance and administrative charge based on the average
 daily value of all assets allocated to the variable investment options. These
 charges are not assessed against amounts allocated to the fixed interest rate
 options. The amount of the charge depends on the death benefit (or other)
 option that you choose.

 The death benefit charge is equal to:


..   1.40% on an annual basis if you choose the base death benefit, (1.50% for
    contract with credit in which credits are generally not recapturable),
..   1.60% on an annual basis if you choose either the roll-up or step-up
    Guaranteed Minimum Death Benefit option (1.70% for contract with credit in
    which credits are generally not recapturable) (i.e., 0.20% in addition to
    the base death benefit charge), or
..   1.70% on an annual basis if you choose the greater of the roll-up and
    step-up Guaranteed Minimum Death Benefit option (1.80% for contract with
    credit in which credits are generally not recapturable) (i.e., 0.30% in
    addition to the base death benefit charge).

 As indicated immediately above, we impose an additional insurance and
 administrative charge of 0.10% annually (of account value attributable to the
 variable investment options) for the version of the Contract With Credit under
 which bonus credits generally are not recapturable after expiration of the
 free look period. We do not assess this charge under the version of the
 Contract With Credit under which bonus credits vest over a period of seven
 years.


 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit. The 0.60% charge is in addition to the charge we impose
 for the applicable death benefit. Upon any reset of the amounts guaranteed
 under this benefit, we reserve the right to adjust the charge to that being
 imposed at that time for new elections of the benefit.

 If the charges under the contract are not sufficient to cover our expenses,
 then we will bear the loss. We do, however, expect to profit from these
 charges. Any profits made from these charges may be used by us to pay for the
 costs of distributing the contracts. If you choose the Contract With Credit,
 we will also use any profits from this charge to recoup our costs of providing
 the credit.

 WITHDRAWAL CHARGE
 A withdrawal charge may apply if you make a full or partial withdrawal during
 the withdrawal charge period for a purchase payment. The withdrawal charge may
 also apply if you begin the income phase during the withdrawal charge period,
 depending upon the annuity option you choose. The amount and duration of the
 withdrawal charge depends on whether you choose the Contract With Credit or
 the Contract Without Credit. The withdrawal charge varies with the number of
 contract anniversaries that have elapsed since each purchase payment was made.
 Specifically, we maintain an "age" for each purchase payment you have made by
 keeping track of how many contract anniversaries have passed since the
 purchase payment was made.

                                      56



 The withdrawal charge is the percentage, shown below, of the amount withdrawn.




                                                           Contract With
                                                      Credit Withdrawal Charge
                                  Contract With         (Version Under Which
                             Credit Withdrawal Charge Bonus Credits Generally
     Number of Contract        (Version Under Which     Are Not Recapturable
Anniversaries Since The Date Bonus Credits Vest Over    After Expiration Of        Contract Without
  of Each Purchase Payment      Seven Year Period)       Free Look Period)     Credit Withdrawal Charge
- ----------------------------    ------------------       -----------------     ------------------------
                                                                      
             0                          7%                       8%                       7%
             1                          7%                       8%                       6%
             2                          7%                       8%                       5%
             3                          6%                       8%                       4%
             4                          5%                       7%                       3%
             5                          4%                       6%                       2%
             6                          3%                       5%                       1%
             7                          2%                       0%                       0%
             8                          1%                       0%                       0%
             9                          0%                       0%                       0%



 If a withdrawal is effective on the day before a contract anniversary, the
 withdrawal charge percentage as of the next following contract anniversary
 will apply.


 If you request a withdrawal, we will deduct an amount from the Contract Value
 that is sufficient to pay the withdrawal charge, and take back any credit that
 has not vested under the vesting schedule, if you have chosen the Contract
 With Credit under which bonus credits vest over several years and provide you
 with the amount requested.

 If you request a full withdrawal, we will provide you with the full amount of
 the Contract Value after making deductions for charges.

 Each contract year, you may withdraw a specified amount of your Contract Value
 without incurring a withdrawal charge. We make this "charge-free amount"
 available to you subject to approval of this feature in your state. We
 determine the charge-free amount available to you in a given contract year on
 the contract anniversary that begins that year. In calculating the charge-free
 amount, we divide purchase payments into two categories--payments that are
 subject to a withdrawal charge and those that are not. We determine the
 charge-free amount based only on purchase payments that are subject to a
 withdrawal charge. The charge-free amount in a given contract year is equal to
 10% of the sum of all the purchase payments subject to the withdrawal charge
 that you have made as of the applicable contract anniversary. During the first
 contract year, the charge-free amount is equal to 10% of the initial purchase
 payment.


 When you make a withdrawal (including a withdrawal under the optional Lifetime
 Five Income Benefit), we will deduct the amount of the withdrawal first from
 the available charge-free amount. Any excess amount will then be deducted from
 purchase payments in excess of the charge-free amount and subject to
 applicable withdrawal charges. Once you have withdrawn all purchase payments,
 additional withdrawals will come from any earnings. We do not impose
 withdrawal charges on earnings.

 If you choose the Contract With Credit and make a withdrawal that is subject
 to a withdrawal charge, we may use part of that withdrawal charge to recoup
 our costs of providing the credit.

 Withdrawal charges will never be greater than permitted by applicable law.

 WAIVER OF WITHDRAWAL CHARGES FOR CRITICAL CARE

 Except as restricted by applicable state law, we will waive all withdrawal
 charges upon receipt of proof that the owner or a joint owner is terminally
 ill, or has been confined to an eligible nursing home or eligible hospital
 continuously for at least three months after the contract date. We will also
 waive the contract maintenance charge if you surrender your contract in
 accordance with the above noted conditions. This waiver is not available if
 the owner has assigned ownership of the contract to someone else. Please
 consult your contract for details about how we define the key terms used for
 this waiver (e.g., eligible nursing home). Note that our requirements for this
 waiver may vary, depending on the state in which your contract was issued.

 REQUIRED MINIMUM DISTRIBUTIONS

 If a withdrawal is taken from a tax qualified contract under the minimum
 distribution option in order to satisfy an Internal Revenue Service mandatory
 distribution requirement only with respect to that contract's account balance,
 we will waive withdrawal charges. See Section 9, "What Are The Tax
 Considerations Associated With The Strategic Partners Annuity One Contract?"

                                      57



 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE
 CONTRACT? continued


 CONTRACT MAINTENANCE CHARGE

 Under the original version of the contract, we do not deduct a contract
 maintenance charge for administrative expenses while your Contract Value is
 $50,000 or more. If your Contract Value is less than $50,000 on a contract
 anniversary during the accumulation phase or when you make a full withdrawal,
 we will deduct $30 (or if your Contract Value is less than $1,500, then a
 lower amount equal to 2% of your Contract Value) for administrative expenses.
 Under the new version of the contract, we do not deduct a contract maintenance
 charge for administrative expenses while your Contract Value is $75,000 or
 more. If your Contract Value is less than $75,000 on a contract anniversary
 during the accumulation phase or when you make a full withdrawal, we will
 deduct $35 (or a lower amount equal to 2% of your Contract Value) for
 administrative expenses. (This fee may differ in certain states.) We may
 increase this charge up to a maximum of $60 per year. Also, we may raise the
 level of the Contract Value at which we waive this fee. We will deduct this
 charge proportionately from each of your contract's investment options.


 GUARANTEED MINIMUM INCOME BENEFIT CHARGE

 We will impose an additional charge if you choose the Guaranteed Minimum
 Income Benefit. This is an annual charge equal to 0.25% of the average GMIB
 protected value. We deduct the charge from your Contract Value on each of the
 following events:


..   each contract anniversary;
..   when you begin the income phase of the contract;
..   when you decide no longer to participate in the guaranteed minimum income
    benefit;
..   upon a full withdrawal; and

..   upon a partial withdrawal if the remaining Contract Value would not be
    enough to cover the then applicable Guaranteed Minimum Income Benefit
    charge.


 If we impose this fee other than on a contract anniversary, then we will
 pro-rate it based on the portion of the contract year that has elapsed since
 the full annual fee was most recently deducted.


 Because the charge is calculated based on the average GMIB protected value, it
 does not increase or decrease based on changes to the annuity's Contract Value
 due to market performance. If the GMIB protected value increases, the dollar
 amount of the annual charge will increase, while a decrease in the GMIB
 protected value will decrease the dollar amount of the charge.

 The charge is deducted annually in arrears each contract year on the contract
 anniversary. We deduct the amount of the charge pro-rata from the Contract
 Value allocated to the variable investment options, and for Contract Without
 Credit, the fixed interest rate options. In some states, we may deduct the
 charge for the Guaranteed Minimum Income Benefit in a different manner. If you
 surrender your contract, begin receiving annuity payments under the GMIB or
 any other annuity payout option we make available during a contract year, or
 the GMIB terminates, we will deduct the charge for the portion of the contract
 year since the prior contract anniversary (or the contract date if in the
 first contract year). Upon a full withdrawal or if the Contract Value
 remaining after a partial withdrawal is not enough to cover the applicable
 Guaranteed Minimum Income Benefit charge, we will deduct the charge from the
 amount we pay you.

 The fact that we impose the charge upon a full or partial withdrawal does not
 impair your right to make a withdrawal at the time of your choosing.


 We will not impose the Guaranteed Minimum Income Benefit charge after the
 income phase begins.

 EARNINGS APPRECIATOR BENEFIT CHARGE

 We will impose an additional charge if you choose the Earnings Appreciator
 Benefit. The charge for this benefit is based on an annual rate of 0.15% of
 your Contract Value if you have also selected a Guaranteed Minimum Death
 Benefit option (0.20% if you have not selected a Guaranteed Minimum Death
 Benefit option).


 We calculate the charge on each of the following events:

..   each contract anniversary;
..   when you begin the income phase of the contract;
..   upon death of the sole or last surviving owner prior to the income phase;
..   upon a withdrawal; and
..   upon a subsequent purchase payment.


 The fee is based on the Contract Value at time of calculation and is pro-rated
 based on the portion of the contract year since the date the Earnings
 Appreciator Benefit charge was last calculated.


                                      58



 The charge is not deducted every time it is calculated. Instead, the charge is
 deducted, along with any previously calculated but not deducted charge, on
 each of the following events:
..   each contract anniversary;
..   when you begin the income phase of the contract;
..   upon death of the sole or last surviving owner prior to the income phase;
..   upon a full withdrawal; and

..   upon a partial withdrawal if the Contract Value remaining after the partial
    withdrawal is not enough to cover the then applicable charge.

 We withdraw this charge from each investment option in the same proportion
 that the amount allocated to the investment option bears to the total Contract
 Value. Upon a full withdrawal or if the Contract Value remaining after a
 partial withdrawal is not enough to cover the then-applicable Earnings
 Appreciator Benefit charge, we will deduct the charge from the amount we pay
 you. We will deem the payment of the Earnings Appreciator Benefit charge as
 made from earnings for purposes of calculating other charges.

 BENEFICIARY CONTINUATION OPTION CHARGES
 If your beneficiary takes the death benefit under the beneficiary continuation
 option, we deduct a Settlement Service Charge. The charge is assessed daily
 against the average assets allocated to the variable investment options, and
 is equal to an annual charge of 1.00%. In addition, the beneficiary will incur
 an annual maintenance fee equal to the lesser of $30 or 2% of contract value
 if the contract value is less than $25,000 at the time the fee is assessed.
 The fee will not apply if it is assessed 30 days prior to a surrender request.
 Finally, transfers in excess of 20 per year will incur a $10 transfer fee.


 TAXES ATTRIBUTABLE TO PREMIUM
 There may be federal, state and local premium based taxes applicable to your
 purchase payment. We are responsible for the payment of these taxes and may
 make a deduction from the value of the contract to pay some or all of these
 taxes. It is our current practice not to deduct a charge for state premium
 taxes until annuity payments begin. In the states that impose a premium tax on
 us, the current rates range up to 3.5%. It is also our current practice not to
 deduct a charge for the federal tax associated with deferred acquisition costs
 paid by us that are based on premium received. However, we reserve the right
 to charge the contract owner in the future for any such tax associated with
 deferred acquisition costs and any federal, state or local income, excise,
 business or any other type of tax measured by the amount of premium received
 by us.

 TRANSFER FEE
 You can make 12 free transfers every contract year. We measure a contract year
 from the date we issue your contract (contract date). If you make more than 12
 transfers in a contract year (excluding Dollar Cost Averaging and
 Auto-Rebalancing), we will deduct a transfer fee of $25 for each additional
 transfer. We have the right to increase this fee up to a maximum of $30 per
 transfer, but we have no current plans to do so. We will deduct the transfer
 fee pro-rata from the investment options from which the transfer is made.

 COMPANY TAXES
 We pay company income taxes on the taxable corporate earnings created by this
 separate account product. While we may consider company income taxes when
 pricing our products, we do not currently include such income taxes in the tax
 charges you pay under the contract. We will periodically review the issue of
 charging for these taxes and may impose a charge in the future.

 In calculating our corporate income tax liability, we derive certain corporate
 income tax benefits associated with the investment of company assets,
 including separate account assets, which are treated as company assets under
 applicable income tax law. These benefits reduce our overall corporate income
 tax liability. Under current law, such benefits may include foreign tax
 credits and corporate dividend received deductions. We do not pass these tax
 benefits through to holders of the separate account annuity contracts because
 (i) the contract owners are not the owners of the assets generating these
 benefits under applicable income tax law and (ii) we do not currently include
 company income taxes in the tax charges you pay under the contract. We reserve
 the right to change these tax practices.

 UNDERLYING MUTUAL FUND FEES

 When you allocate a purchase payment or a transfer to the variable investment
 options, we in turn invest in shares of a corresponding underlying mutual
 fund. Those funds charge fees that are in addition to the contract-related
 fees described in this section. For 2006, the fees of these funds ranged on an
 annual basis from 0.37% to 1.19% annually. For certain funds, expenses are
 reduced pursuant to expense waivers and comparable arrangements. In general,
 these expense waivers and comparable arrangements are not guaranteed, and may
 be terminated at any time.


                                      59



 8: HOW CAN I ACCESS MY MONEY?


 YOU CAN ACCESS YOUR MONEY BY:

..   MAKING A WITHDRAWAL (EITHER PARTIAL OR FULL); OR
..   CHOOSING TO RECEIVE ANNUITY PAYMENTS DURING THE INCOME PHASE.

 WITHDRAWALS DURING THE ACCUMULATION PHASE
 When you make a full withdrawal, you will receive the value of your contract
 minus any applicable charges and fees and, if you have purchased the Contract
 With Credit, after we have taken back any credits that have not yet vested. We
 will calculate the value of your contract and charges, if any, as of the date
 we receive your request in good order at the Prudential Annuity Service Center.


 Unless you tell us otherwise, any partial withdrawal and related withdrawal
 charges will be taken proportionately from all of the investment options you
 have selected. The minimum Contract Value that must remain in order to keep
 the contract in force after a withdrawal is $2,000. If you request a
 withdrawal amount that would reduce the Contract Value below this minimum, we
 will withdraw the maximum amount available that, with the withdrawal charge,
 would not reduce the Contract Value below such minimum.


 With respect to the variable investment options, we will generally pay the
 withdrawal amount, less any required tax withholding, within seven days after
 we receive a withdrawal request in good order. We will deduct applicable
 charges, if any, from the assets in your contract.


 Income Taxes, Tax Penalties, and Certain Restrictions also may apply to any
 withdrawal you make. For a more complete explanation, See Section 9.


 AUTOMATED WITHDRAWALS
 We offer an automated withdrawal feature. This feature enables you to receive
 periodic withdrawals in monthly, quarterly, semiannual, or annual intervals.
 We will process your withdrawals at the end of the business day at the
 intervals you specify. We will continue at these intervals until you tell us
 otherwise. You can make withdrawals from any designated investment option or
 proportionally from all investment options. The minimum automated withdrawal
 amount you can make is generally $100. An assignment of the contract
 terminates any automated withdrawal program that you had in effect.


 Income Taxes, Tax Penalties, Withdrawal Charges, and certain restrictions may
 apply to automated withdrawals. For a more complete explanation, See Section 9.


 SUSPENSION OF PAYMENTS OR TRANSFERS
 The SEC may require us to suspend or postpone payments made in connection with
 withdrawals or transfers for any period when:

..   The New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
..   Trading on the New York Stock Exchange is restricted;
..   An emergency exists, as determined by the SEC, during which sales and
    redemptions of shares of the underlying mutual funds are not feasible or we
    cannot reasonably value the accumulation units; or
..   The SEC, by order, permits suspension or postponement of payments for the
    protection of owners.

 We expect to pay the amount of any withdrawal or process any transfer made
 from the fixed interest rate options promptly upon request.

 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE CONTRACT?

 The tax considerations associated with the Strategic Partners Annuity One
 contract vary depending on whether the contract is (i) owned by an individual
 and not associated with a tax-favored retirement plan (including contracts
 held by a non-natural person, such as a trust, acting as an agent for a
 natural person), or (ii) held under a tax-favored retirement plan. We discuss
 the tax considerations for these categories of contracts below. The discussion
 is general in nature and describes only federal income tax law (not state or
 other tax laws). It is based on current law and interpretations, which may
 change. The discussion includes a description of certain spousal rights under
 the contract and under tax-qualified plans. Our administration of such spousal
 rights and related tax reporting accords with our understanding of the Defense
 of Marriage Act (which defines a "marriage" as a legal union between a man and
 a woman and a "spouse" as a person of the opposite sex). The information
 provided is not intended as tax

                                      60



 advice. You should consult with a qualified tax advisor for complete
 information and advice. References to purchase payments below relate to your
 cost basis in your contract. Generally, your cost basis in a contract not
 associated with a tax-favored retirement plan is the amount you pay into your
 contract, or into annuities exchanged for your contract, on an after-tax basis
 less any withdrawals of such payments.

 This contract may also be purchased as a non-qualified annuity (i.e., a
 contract not held under a tax-favored retirement plan) by a trust or custodial
 IRA, which can hold other permissible assets other than the annuity. The terms
 and administration of the trust or custodial account in accordance with the
 laws and regulations for IRAs, as applicable, are the responsibility of the
 applicable trustee or custodian.

 CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT
 PLANS)

 Taxes Payable by You
 We believe the contract is an annuity contract for tax purposes. Accordingly,
 as a general rule, you should not pay any tax until you receive money under
 the contract.

 Generally, annuity contracts issued by the same company (and affiliates) to
 you during the same calendar year must be treated as one annuity contract for
 purposes of determining the amount subject to tax under the rules described
 below.


 Charges for investment advisory fees that are taken from the contract are
 treated as a partial withdrawal from the contract and will be reported as such
 to the contract owner.


 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract such as the
 Guaranteed Minimum Death Benefit, should be treated for federal income tax
 purposes as a partial withdrawal from the contract. If this were the case, the
 charge for these benefits could be deemed a withdrawal and treated as taxable
 to the extent there are earnings in the contract. Additionally, for owners
 under age 59 1/2, the taxable income attributable to the charge for the
 benefit could be subject to a tax penalty.

 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 Taxes on Withdrawals and Surrender

 If you make a withdrawal from your contract or surrender it before annuity
 payments begin, the amount you receive will be taxed as ordinary income,
 rather than as return of purchase payments, until all gain has been withdrawn.
 Once all gain has been withdrawn, payments will be treated as a nontaxable
 return of purchase payments until all purchase payments have been returned.
 After all purchase payments are returned, all subsequent amounts will be taxed
 as ordinary income. You will generally be taxed on any withdrawals from the
 contract while you are alive even if the withdrawal is paid to someone else.
 Withdrawals under Lifetime Five or as a systematic payment are taxed under
 these rules.


 If you assign or pledge all or part of your contract as collateral for a loan,
 the part assigned generally will be treated as a withdrawal. Also, if you
 elect the interest payment option that we may offer, that election will be
 treated, for tax purposes, as surrendering your contract.

 If you transfer your contract for less than full consideration, such as by
 gift, you will trigger tax on any gain in the contract. This rule does not
 apply if you transfer the contract to your spouse or under most circumstances
 you transfer the contract incident to divorce.

 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your purchase payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the annuity payment you receive by a fraction, the
 numerator of which is your purchase payments (less any amounts previously
 received tax-free) and the denominator of which is the total expected payments
 under the contract.

 After the full amount of your purchase payments have been recovered tax-free,
 the full amount of the annuity payments will be taxable. If annuity payments
 stop due to the death of the annuitant before the full amount of your purchase
 payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.

                                      61



 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE CONTRACT? continued


 Tax Penalty On Withdrawals And Annuity Payments
 Any taxable amount you receive under your contract may be subject to a 10% tax
 penalty. Amounts are not subject to this tax penalty if:

..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty.); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Special Rules In Relation To Tax-free Exchanges Under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code) permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity. If the annuity is purchased through a tax-free exchange of a
 life insurance, annuity or endowment contract that was purchased prior to
 August 14, 1982, then any purchase payments made to the original contract
 prior to August 14, 1982 will be treated as made to the new contract prior to
 that date. (See "Federal Tax Status" in the Statement of Additional
 Information).

 Partial surrenders may be treated in the same way as tax-free 1035 exchanges
 of entire contracts, therefore avoiding current taxation of any gains in the
 contract as well as the 10% tax penalty on pre-age 59 1/2 withdrawals. The IRS
 has reserved the right to treat transactions it considers abusive as
 ineligible for this favorable partial 1035 exchange treatment. We do not know
 what transactions may be considered abusive. For example, we do not know how
 the IRS may view early withdrawals or annuitizations after a partial exchange.
 In addition, it is unclear how the IRS will treat a partial exchange from a
 life insurance, endowment, or annuity contract into an immediate annuity. As
 of the date of this prospectus, we will accept a partial 1035 exchange from a
 non-qualified annuity into an immediate annuity as a "tax-free" exchange for
 future tax reporting purposes, except to the extent that we, as a reporting
 and withholding agent, believe that we would be expected to deem the
 transaction to be abusive. However, some insurance companies may not recognize
 these partial surrenders as tax-free exchanges and may report them as taxable
 distributions to the extent of any gain distributed as well as subjecting the
 taxable portion of the distribution to the 10% tax penalty. We strongly urge
 you to discuss any transaction of this type with your tax advisor before
 proceeding with the transaction.

 Taxes Payable by Beneficiaries
 The death benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the death
 benefit, as determined under federal law, is also included in the owner's
 estate.


 Generally, the same tax rules described above would also apply to amounts
 received by your beneficiary. Choosing any option other than a lump sum death
 benefit may defer taxes. Certain required minimum distribution provisions
 under the tax law apply upon your death, as discussed further below.


 Tax consequences to the beneficiary vary among the death benefit payment
 options.

..   Choice 1: The beneficiary is taxed on earnings in the contract.
..   Choice 2: The beneficiary is taxed as amounts are withdrawn (in this case
    earnings are treated as being distributed first).
..   Choice 3: The beneficiary is taxed on each payment (part will be treated as
    earnings and part as return of premiums).


 Considerations For Co-Annuitants
 There may be adverse tax consequences if a Co-Annuitant succeeds an Annuitant
 when an annuity is owned by a trust that is neither tax exempt nor qualifies
 for preferred treatment under certain sections of the Code. In general, the
 Code is designed to prevent indefinite deferral of tax. Continuing the benefit
 of tax deferral by naming one or more Co-Annuitants when an annuity is owned
 by a non-qualified trust might be deemed an attempt to extend the tax deferral
 for an indefinite period. Therefore, adverse tax treatment may depend on the
 terms of the trust, who is named as Co-Annuitant, as well as the particular
 facts and circumstances. You should consult your tax advisor before naming a
 Co-Annuitant if you expect to use an annuity in such a fashion.


 Reporting and Withholding on Distributions
 Taxable amounts distributed from your annuity contracts are subject to federal
 and state income tax reporting and withholding. In general, we will withhold
 federal income tax from the taxable portion of such distribution based on the
 type of distribution. In the

                                      62



 case of an annuity or similar periodic payment, we will withhold as if you are
 a married individual with three exemptions unless you designate a different
 withholding status. In the case of all other distributions, we will withhold
 at a 10% rate. You may generally elect not to have tax withheld from your
 payments. An election out of withholding must be made on forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 CONTRACTS HELD BY TAX FAVORED PLANS section below for a discussion regarding
 withholding rules for tax favored plans (for example, an IRA).

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.


 Entity Owners
 Where a contract is held by a non-natural person (e.g. a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will be subject to the tax
 reporting and withholding requirements for contracts not held by tax favored
 plans.


 Annuity Qualification

 Diversification And Investor Control. In order to qualify for the tax rules
 applicable to annuity contracts described above, the assets underlying the
 variable investment options of the annuity contract must be diversified,
 according to certain rules under the Internal Revenue Code. Each portfolio is
 required to diversify its investments each quarter so that no more than 55% of
 the value of its assets is represented by any one investment, no more than 70%
 is represented by any two investments, no more than 80% is represented by any
 three investments, and no more than 90% is represented by any four
 investments. Generally, securities of a single issuer are treated as one
 investment and obligations of each U.S. Government agency and instrumentality
 (such as the Government National Mortgage Association) are treated as issued
 by separate issuers. In addition, any security issued, guaranteed or insured
 (to the extent so guaranteed or insured) by the United States or an
 instrumentality of the U.S. will be treated as a security issued by the U.S.
 Government or its instrumentality, where applicable. We believe the portfolios
 underlying the variable investment options of the Contract meet these
 diversification requirements.

 An additional requirement for qualification for the tax treatment described
 above is that we, and not you as the contract owner, must have sufficient
 control over the underlying assets to be treated as the owner of the
 underlying assets for tax purposes. While we also believe these investor
 control rules will be met, the Treasury Department may promulgate guidelines
 under which a variable annuity will not be treated as an annuity for tax
 purposes if persons with ownership rights have excessive control over the
 investments underlying such variable annuity. It is unclear whether such
 guidelines, if in fact promulgated, would have retroactive effect. It is also
 unclear what effect, if any, such guidelines may have on transfers between the
 investment options offered pursuant to this prospectus. We reserve the right
 to take any action, including modifications to your contract or the investment
 options, required to comply with such guidelines if promulgated. Any such
 changes will apply uniformly to affected owners and will be made with such
 notice to affected owners as is feasible under the circumstances.

 Required Distributions Upon Your Death for Contracts Owned by Individuals (not
 associated with Tax-favored Plans).
 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 If you die before the annuity date, the entire interest in the contract must
 be distributed within five years after the date of death or as periodic
 payments over a period not extending beyond the life or life expectancy of the
 designated beneficiary (provided such payments begin within one year of your
 death). Your designated beneficiary is the person to whom benefit rights under
 the contract pass by reason of death, and must be a natural person in order to
 elect a periodic payment option based on life expectancy or a period exceeding
 five years.

 Additionally, if the contract is payable to (or for the benefit of) your
 surviving spouse, that portion of the contract may be continued with your
 spouse as the owner.


                                      63



 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE CONTRACT? continued




 Changes in the Contract
 We reserve the right to make any changes we deem necessary to assure that the
 contract qualifies as an annuity contract for tax purposes. Any such changes
 will apply to all contract owners and you will be given notice to the extent
 feasible under the circumstances.

 Additional Information
 You should refer to the Statement of Additional Information if:



..   Your contract was issued in exchange for a contract containing purchase
    payments made before August 14, 1982.
..   You transfer your contract to, or designate, a beneficiary who is either
    37 1/2 years younger than you or a grandchild.

 CONTRACTS HELD BY TAX FAVORED PLANS
 The following discussion covers annuity contracts held under tax-favored
 retirement plans.

 Currently, the contract may be purchased for use in connection with individual
 retirement accounts and annuities (IRAs) which are subject to Sections 408(a)
 and 408(b) of the Code and Roth Individual Retirement Accounts (Roth IRAs)
 under Section 408A of the Code. This description assumes that you have
 satisfied the requirements for eligibility for these products.

 YOU SHOULD BE AWARE THAT TAX FAVORED PLANS SUCH AS IRAS GENERALLY PROVIDE TAX
 DEFERRAL REGARDLESS WHETHER THEY INVEST IN ANNUITY CONTRACTS. THIS MEANS THAT
 WHEN A TAX FAVORED PLAN INVESTS IN AN ANNUITY CONTRACT, IT GENERALLY DOES NOT
 RESULT IN ANY ADDITIONAL TAX DEFERRAL BENEFITS.

 TYPES OF TAX FAVORED PLANS
 IRAs. If you buy a contract for use as an IRA, we will provide you a copy of
 the prospectus and contract. The "IRA Disclosure Statement," attached to this
 prospectus, contains information about eligibility, contribution limits, tax
 particulars, and other IRA information. In addition to this information (some
 of which is summarized below), the IRS requires that you have a "free look"
 after making an initial contribution to the contract. During this time, you
 can cancel the contract by notifying us in writing, and we will refund all of
 the purchase payments under the contract (or, if provided by applicable state
 law, the amount your contract is worth, if greater) less any applicable
 federal and state income tax withholding.


 Contributions Limits/Rollovers. Because of the way the contract is designed,
 you may only purchase a contract for an IRA in connection with a "rollover" of
 amounts from a qualified retirement plan or transfer from another IRA, or if
 you are age 50 or older and by making a single contribution consisting of your
 IRA contributions and catch-up contributions attributable to a prior year and
 the current year during the period from January 1 to April 15 of the current
 year. You must make a minimum initial payment of $10,000 to purchase a
 contract. This minimum is greater than the maximum amount of any annual
 contribution allowed by law you may make to an IRA. For 2007, the limit is
 $4,000, increasing to $5,000 in 2008. After 2008, the contribution amount will
 be indexed for inflation. The tax law also provides for a catch-up provision
 for individuals who are age 50 and above, allowing those individuals an
 additional $1,000 contribution each year. The "rollover" rules under the Code
 are fairly technical; however, an individual (or his or her surviving spouse)
 may generally "roll over" certain distributions from tax favored retirement
 plans (either directly or within 60 days from the date of these distributions)
 if he or she meets the requirements for distribution. Once you buy the
 contract, you can make regular IRA contributions under the contract (to the
 extent permitted by law). However, if you make such regular IRA contributions,
 you should note that you will not be able to treat the contract as a "conduit
 IRA," which means that you will not retain possible favorable tax treatment if
 you subsequently "roll over" the contract funds originally derived from a
 qualified retirement plan into another Section 401(a) plan.


 Required Provisions. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:

..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);
..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract, other than to Pruco Life;
..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1/st/ of the calendar year after the calendar year you turn age
    70 1/2; and

..   Death and annuity payments must meet required minimum distribution
    provisions under the tax law.


                                      64



 Usually, the full amount of any distribution from an IRA (including a
 distribution from this contract) which is not a rollover is taxable. As
 taxable income, these distributions are subject to the general tax withholding
 rules described earlier. In addition to this normal tax liability, you may
 also be liable for the following, depending on your actions:

..   A 10% "early distribution penalty";
..   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or
..   Failure to take a minimum distribution.

 ROTH IRAs. Like standard IRAs, income within a Roth IRA accumulates tax-free,
 and contributions are subject to specific limits. Roth IRAs have, however, the
 following differences:

..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements: (1) the distribution must be made (a) after the owner of the
    IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
    disability; or (d) for a qualified first time homebuyer distribution within
    the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
    must be made in the year that is at least five tax years after the first
    year for which a contribution was made to any Roth IRA established for the
    owner or five years after a rollover, transfer, or conversion was made from
    a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not
    qualified distributions will be treated as made first from contributions
    and then from earnings, and earnings will be taxed generally in the same
    manner as distributions from a traditional IRA; and
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 The "IRA Disclosure Statement" attached to this prospectus contains some
 additional information on Roth IRAs.

                                      65



 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE CONTRACT? continued



 Because the contract's minimum initial payment of $10,000 is greater than the
 maximum annual contribution permitted to be made to a Roth IRA, you may only
 purchase the contract for a Roth IRA in connection with a "rollover" or
 "conversion" of amounts of another traditional IRA, conduit IRA, or Roth IRA,
 or if you are age 50 or older and by making a single contribution consisting
 of your Roth IRA contributions and catch-up contributions attributable to a
 prior year and the current year during the period from January 1 to April 15
 of the current year. The Code permits persons who meet certain income
 limitations (generally, adjusted gross income under $100,000 who are not
 married filing a separate return), and who receive certain qualifying
 distributions from such non-Roth IRAs, to directly rollover or make, within 60
 days, a "rollover" of all or any part of the amount of such distribution to a
 Roth IRA which they establish. Beginning January 2008, an individual receiving
 an eligible rollover distribution from a qualified plan can directly rollover
 contributions to a Roth IRA, subject to the same income limits. This
 conversion triggers current taxation (but is not subject to a 10% early
 distribution penalty). Once the contract has been purchased, regular Roth IRA
 contributions will be accepted to the extent permitted by law. In addition, as
 of January 1, 2006, an individual receiving an eligible rollover distribution
 from a designated Roth account under an employer plan may roll over the
 distribution to a Roth IRA. If you are considering rolling over funds from
 your Roth account under an employer plan, please contact your Financial
 Professional prior to purchase to confirm whether such rollovers are being
 accepted.

 REQUIRED MINIMUM DISTRIBUTIONS AND PAYMENT OPTIONS
 If you hold the contract under an IRA (or other tax-favored plan), IRS
 required minimum distribution provisions must be satisfied. This means that
 generally payments must start by April 1 of the year after the year you reach
 age 70 1/2 and must be made for each year thereafter. Roth IRAs are not
 subject to these rules during the owner's lifetime. The amount of the payment
 must at least equal the minimum required under the IRS rules. Several choices
 are available for calculating the minimum amount. More information on the
 mechanics of this calculation is available on request. Please contact us a
 reasonable time before the IRS deadline so that a timely distribution is made.
 Please note that there is a 50% tax penalty on the amount of any minimum
 distribution not made in a timely manner.

 Effective in 2006, in accordance with recent changes in laws and regulations,
 required minimum distributions will be calculated based on the sum of the
 Contract Value and the actuarial value of any additional death benefits and
 benefits from optional riders that you have purchased under the contract. As a
 result, the required minimum distributions may be larger than if the
 calculation were based on the Contract Value only, which may in turn result in
 an earlier (but not before the required beginning date) distribution of
 amounts under the contract and an increased amount of taxable income
 distributed to the contract owner, and a reduction of death benefits and the
 benefits of any optional riders.

 You can use the minimum distribution option to satisfy the IRS required
 minimum distribution provisions for this contract without either beginning
 annuity payments or surrendering the contract. We will distribute to you this
 minimum distribution amount, less any other partial withdrawals that you made
 during the year.


 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. Similar rules apply if you inherit more than one Roth IRA
 from the same owner.


 REQUIRED DISTRIBUTIONS UPON YOUR DEATH FOR QUALIFIED CONTRACTS HELD BY TAX
 FAVORED PLANS
 Upon your death under an IRA, 403(b) or other "qualified investment", the
 designated beneficiary may generally elect to continue the contract and
 receive required minimum distributions under the contract instead of receiving
 the death benefit in a single payment. The available payment options will
 depend on whether you die before the date required minimum distributions under
 the Code were required to begin, whether you have named a designated
 beneficiary and whether that beneficiary is your surviving spouse.

..   If you die after a designated beneficiary has been named, the death benefit
    must be distributed by December 31/st/ of the year including the five year
    anniversary of the date of death, or as periodic payments not extending
    beyond the life or life expectancy of the designated beneficiary (as long
    as payments begin by December 31/st/ of the year following the year of
    death). However, if your surviving spouse is the beneficiary, the death
    benefit can be paid out over the life or life expectancy of your spouse
    with such payments beginning no later than December 31/st/ of the year
    following the year of death or December 31/st/ of the year in which you
    would have reached age 70 1/2, which ever is later. Additionally, if the
    contract is payable to (or for the benefit of) your surviving spouse, that
    portion of the contract may be continued with your spouse as the owner.
..   If you die before a designated beneficiary is named and before the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out by December 31/st/ of the year including the five year
    anniversary of the date of death.


                                      66




   For contracts where multiple beneficiaries have been named and at least one
    of the beneficiaries does not qualify as a designated beneficiary and the
    account has not been divided into separate accounts by December 31/st/ of
    the year following the year of death, such contract is deemed to have no
    designated beneficiary.
..   If you die before a designated beneficiary is named and after the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out at least as rapidly as under the method then in effect.
    For contracts where multiple beneficiaries have been named and at least one
    of the beneficiaries does not qualify as a designated beneficiary and the
    account has not been divided into separate accounts by December 31/st/ of
    the year following the year of death, such contract is deemed to have no
    designated beneficiary,

 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the minimum distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date required minimum distributions must begin under
 the Code.


 PENALTY FOR EARLY WITHDRAWALS
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA or Roth IRA before you attain age 59 1/2.

 Amounts are not subject to this tax penalty if:

..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty.)

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 WITHHOLDING
 Unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of the withholding certificate that you file with us.
 If you do not file a certificate, we will automatically withhold federal taxes
 on the following basis:

..   For any annuity payments not subject to mandatory withholding, you will
    have taxes withheld by us as if you are a married individual, with three
    exemptions; and
..   For all other distributions, we will withhold at a 10% rate.

 We will provide you with forms and instructions concerning the right to elect
 that no amount be withheld from payments in the ordinary course. However, you
 should know that, in any event, you are liable for payment of federal income
 taxes on the taxable portion of the distributions, and you should consult with
 your tax advisor to find out more information on your potential liability if
 you fail to pay such taxes.


 ERISA REQUIREMENTS

 ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
 prevent a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract.

 Information about any applicable fees, charges, discounts, penalties or
 adjustments may be found under Section 7, "What Are The Expenses Associated
 With The Strategic Partners Annuity One Contract?"

 Information about sales representatives and commissions may be found under
 "Other Information" and "Sale And Distribution Of The Contract" in Section 10.

                                      67



 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE CONTRACT? continued



 Please consult with your tax advisor if you have any questions about ERISA and
 these disclosure requirements.


 ADDITIONAL INFORMATION
 For additional information about federal tax law requirements applicable to
 tax favored plans, see the "IRA Disclosure Statement," attached to this
 prospectus.

 10: OTHER INFORMATION

 PRUCO LIFE INSURANCE COMPANY
 Pruco Life Insurance Company (Pruco Life) is a stock life insurance company
 which was organized on December 23, 1971 under the laws of the State of
 Arizona. It is licensed to sell life insurance and annuities in the District
 of Columbia, Guam and in all states except New York.

 Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of
 America (Prudential), a New Jersey stock life insurance company that has been
 doing business since October 13, 1875. Prudential is an indirect wholly-owned
 subsidiary of Prudential Financial, Inc. (Prudential Financial), a New Jersey
 insurance holding company. As Pruco Life's ultimate parent, Prudential
 Financial exercises significant influence over the operations and capital
 structure of Pruco Life and Prudential. However, neither Prudential Financial,
 Prudential, nor any other related company has any legal responsibility to pay
 amounts that Pruco Life may owe under the contract.

 THE SEPARATE ACCOUNT
 We have established a separate account, the Pruco Life Flexible Premium
 Variable Annuity Account (separate account), to hold the assets that are
 associated with the variable annuity contracts. The separate account was
 established under Arizona law on June 16, 1995, and is registered with the SEC
 under the Investment Company Act of 1940 as a unit investment trust, which is
 a type of investment company. The assets of the separate account are held in
 the name of Pruco Life and legally belong to us. These assets are kept
 separate from all of our other assets and may not be charged with liabilities
 arising out of any other business we may conduct. More detailed information
 about Pruco Life, including its audited consolidated financial statements, is
 provided in the Statement of Additional Information.

 SALE AND DISTRIBUTION OF THE CONTRACT
 Prudential Investment Management Services LLC (PIMS), a wholly-owned
 subsidiary of Prudential Financial, Inc., is the distributor and principal
 underwriter of the securities offered through this prospectus. PIMS acts as
 the distributor of a number of annuity contracts and life insurance products
 we offer.

 PIMS's principal business address is 100 Mulberry Street, Newark, New Jersey
 07102-4077. PIMS is registered as a broker/dealer under the Securities
 Exchange Act of 1934 (Exchange Act) and is a member of the National
 Association of Securities Dealers, Inc. (NASD).

 The contract is offered on a continuous basis. PIMS enters into distribution
 agreements with broker/dealers who are registered under the Exchange Act and
 with entities that may offer the contract but are exempt from registration
 (firms). Applications for the contract are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, PIMS may
 offer the contract directly to potential purchasers.


 Commissions are paid to firms on sales of the contract according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of purchase payments made, up to a maximum of
 8%. Alternative compensation schedules are available that provide a lower
 initial commission plus ongoing annual compensation based on all or a portion
 of Contract Value. We may also provide compensation to the distributing firm
 for providing ongoing service to you in relation to the contract. Commissions
 and other compensation paid in relation to the contract do not result in any
 additional charge to you or to the separate account.


 In addition, in an effort to promote the sale of our products (which may
 include the placement of Pruco Life and/or the contract on a preferred or
 recommended company or product list and/or access to the firm's registered
 representatives), we or PIMS may enter into compensation arrangements with
 certain broker/dealer firms with respect to certain or all registered
 representatives of such firms under which such firms may receive separate
 compensation or reimbursement for, among other things, training of sales
 personnel and/or marketing and/or administrative services and/or other
 services they provide to us or our affiliates. These services may include, but
 are not limited to: educating customers of the firm on the contract's
 features; conducting due diligence and analysis; providing office access,
 operations and systems support; holding seminars intended to educate
 registered representatives

                                      68



 and make them more knowledgeable about the contract; providing a dedicated
 marketing coordinator; providing priority sales desk support; and providing
 expedited marketing compliance approval to PIMS. Further information about the
 firms that are part of these compensation arrangements appears in the
 Statement of Additional Information, which is available without charge upon
 request.

 To the extent permitted by NASD rules and other applicable laws and
 regulations, PIMS may pay or allow other promotional incentives or payments in
 the form of cash or non-cash compensation. These arrangements may not be
 offered to all firms and the terms of such arrangements may differ between
 firms.

 You should note that firms and individual registered representatives and
 branch managers within some firms participating in one of these compensation
 arrangements might receive greater compensation for selling the contract than
 for selling a different contract that is not eligible for these compensation
 arrangements. While compensation is generally taken into account as an expense
 in considering the charges applicable to a contract product, any such
 compensation will be paid by us or PIMS and will not result in any additional
 charge to you. Your registered representative can provide you with more
 information about the compensation arrangements that apply upon the sale of
 the contract.


 LITIGATION
 Pruco Life 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 Pruco Life and that are typical of the
 businesses in which Pruco Life 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. Pruco
 Life may also be subject to litigation arising out of its general business
 activities, such as its investments and third party contracts. In certain of
 these matters, the plaintiffs may seek large and/or indeterminate amounts,
 including punitive or exemplary damages.

 Stewart v. Prudential, et al. is a lawsuit brought in the Circuit Court of the
 First Judicial District of Hinds County, Mississippi by the beneficiaries of
 an alleged life insurance policy against Pruco Life and Prudential. The
 complaint alleges that the Prudential defendants acted in bad faith when they
 failed to pay a death benefit on an alleged contract of insurance that was
 never delivered. In February 2006, the jury awarded the plaintiffs $1.4
 million in compensatory damages and $35 million in punitive damages. Motions
 for a new trial, judgment notwithstanding the verdict and remittitur, were
 denied in June 2006. Pruco Life's appeal with the Mississippi Supreme Court is
 pending.

 Pruco Life's litigation and regulatory matters are 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
 Pruco Life in a particular quarterly or annual period could be materially
 affected by an ultimate unfavorable resolution of litigation and regulatory
 matters, depending, in part, upon the results of operations or cash flow for
 such period. Management believes, however, that the ultimate outcome of all
 pending litigation and regulatory matters, after consideration of applicable
 reserves and rights to indemnification, should not have a material adverse
 effect on Pruco Life's financial position.


 ASSIGNMENT

 In general, you can assign the contract at any time during your lifetime. If
 you do so, we will reset the death benefit to equal the Contract Value on the
 date the assignment occurs. For details, see Section 4, "What Is The Death
 Benefit?" We will not be bound by the assignment until we receive written
 notice. We will not be liable for any payment or other action we take in
 accordance with the contract if that action occurs before we receive notice of
 the assignment. An assignment, like any other change in ownership, may trigger
 a taxable event. If you assign the contract, that assignment will result in
 the termination of any automated withdrawal program that had been in effect.
 If the new owner wants to re-institute an automated withdrawal program, then
 he/she needs to submit the forms that we require, in good order.


 If the contract is issued under a qualified plan, there may be limitations on
 your ability to assign the contract. For further information please speak to
 your representative.

 FINANCIAL STATEMENTS
 The financial statements of the separate account and Pruco Life, the co-issuer
 of the Strategic Partners Annuity One contract, are included in the Statement
 of Additional Information.

 STATEMENT OF ADDITIONAL INFORMATION

 Contents:

..   Company
..   Experts
..   Principal Underwriter
..   Payments Made to Promote Sale of Our Products

                                      69



 10: OTHER INFORMATION continued

..   Allocation of Initial Purchase Payment
..   Determination of Accumulation Unit Values
..   Federal Tax Status
..   State Specific Variations
..   Financial Statements
..   Separate Account Financial Information
..   Company Financial Information

 HOUSEHOLDING
 To reduce costs, we now send only a single copy of prospectuses and
 shareholder reports to each consenting household, in lieu of sending a copy to
 each contract owner that resides in the household. If you are a member of such
 a household, you should be aware that you can revoke your consent to
 householding at any time, and begin to receive your own copy of prospectuses
 and shareholder reports, by calling (877) 778-5008.

                                      70



                     APPENDIX A - ACCUMULATION UNIT VALUES


 As we have indicated throughout this prospectus, the Strategic Partners
 Annuity One Variable Annuity is a contract that allows you to select or
 decline any of several features that carries with it a specific asset-based
 charge. We maintain a unique unit value corresponding to each combination of
 such contract features. Here, we depict the historical unit values
 corresponding to the contract features bearing the highest and lowest
 combination of asset-based charges. The remaining unit values appear in the
 Statement of Additional Information, which you may obtain free of charge by
 calling (888) PRU-2888 or by writing to us at the Prudential Annuity Service
 Center, P.O. Box 7960, Philadelphia, PA 19176. As discussed in the prospectus,
 if you select certain optional benefits (e.g., Lifetime Five), we limit the
 investment options to which you may allocate your Contract Value. In certain
 of these accumulation unit value tables, we set forth accumulation unit values
 that assume election of one or more of such optional benefits and allocation
 of Contract Value to portfolios that currently are not permitted as part of
 such optional benefits. Such unit values are set forth for general reference
 purposes only, and are not intended to indicate that such portfolios may be
 acquired along with those optional benefits.

                  STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS -

                (Contract w/o Credit, Base Death Benefit 1.40)





- --------------------------------------------------------------------------------------
                                                                       Number of
                                   Accumulation     Accumulation      Accumulation
                                   Unit Value at    Unit Value at Units Outstanding at
                                Beginning of Period End of Period    End of Period
                                                         
- --------------------------------------------------------------------------------------
Jennison Portfolio
    9/22/2000* to 12/31/2000         $1.00269         $0.81573          2,804,198
    1/1/2001 to 12/31/2001           $0.81573         $0.65768         13,472,779
    1/1/2002 to 12/31/2002           $0.65768         $0.44784         17,750,091
    1/1/2003 to 12/31/2003           $0.44784         $0.57527         17,493,004
    1/1/2004 to 12/31/2004           $0.57527         $0.62205         15,595,654
    1/1/2005 to 12/31/2005           $0.62205         $0.70282         13,509,022
    1/1/2006 to 12/31/2006           $0.70282         $0.70547         12,412,011

    2/4/2002* to 12/31/2002          $0.97701         $0.70649          2,074,773
    1/1/2003 to 12/31/2003           $0.70649         $0.90749          3,307,801
    1/1/2004 to 12/31/2004           $0.90749         $0.98122          3,450,251
    1/1/2005 to 12/31/2005           $0.98122         $1.10855          3,130,048
    1/1/2006 to 12/31/2006           $1.10855         $1.11284          2,841,902
- --------------------------------------------------------------------------------------
Prudential Equity Portfolio
    5/1/2002* to 12/31/2002          $1.00967         $0.80531             70,722
    1/1/2003 to 12/31/2003           $0.80531         $1.04571            592,315
    1/1/2004 to 12/31/2004           $1.04571         $1.13373          1,097,246
    1/1/2005 to 12/31/2005           $1.13373         $1.24642          2,421,326
    1/1/2006 to 12/31/2006           $1.24642         $1.38377          1,931,082

    2/4/2002* to 12/31/2002          $0.97750         $0.78176            610,157
    1/1/2003 to 12/31/2003           $0.78176         $1.01497          1,368,738
    1/1/2004 to 12/31/2004           $1.01497         $1.10038          1,544,892
    1/1/2005 to 12/31/2005           $1.10038         $1.20970          1,875,682
    1/1/2006 to 12/31/2006           $1.20970         $1.34302          1,810,770
- --------------------------------------------------------------------------------------
Prudential Global Portfolio
    9/22/2000* to 12/31/2000         $0.99803         $0.87656            371,999
    1/1/2001 to 12/31/2001           $0.87656         $0.71233          2,021,873
    1/1/2002 to 12/31/2002           $0.71233         $0.52578          2,853,658
    1/1/2003 to 12/31/2003           $0.52578         $0.69505          3,098,273
    1/1/2004 to 12/31/2004           $0.69505         $0.75112          3,171,231
    1/1/2005 to 12/31/2005           $0.75112         $0.85974          2,766,443
    1/1/2006 to 12/31/2006           $0.85974         $1.01450          2,523,969

    2/4/2002* to 12/31/2002          $0.98632         $0.76666            491,420
    1/1/2003 to 12/31/2003           $0.76666         $1.01366            748,667
    1/1/2004 to 12/31/2004           $1.01366         $1.09542            774,604
    1/1/2005 to 12/31/2005           $1.09542         $1.25393            733,732
    1/1/2006 to 12/31/2006           $1.25393         $1.47969            749,324



                                      A-1






- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    9/22/2000* to 12/31/2000                         $1.00040         $1.01353          3,827,370
    1/1/2001 to 12/31/2001                           $1.01353         $1.04061         28,517,423
    1/1/2002 to 12/31/2002                           $1.04061         $1.04179         30,407,337
    1/1/2003 to 12/31/2003                           $1.04179         $1.03613         23,119,477
    1/1/2004 to 12/31/2004                           $1.03613         $1.03213         16,405,422
    1/1/2005 to 12/31/2005                           $1.03213         $1.04743         15,171,362
    1/1/2006 to 12/31/2006                           $1.04743         $1.08209         14,523,466

    2/4/2002* to 12/31/2002                          $1.00003         $1.00082          1,223,365
    1/1/2003 to 12/31/2003                           $1.00082         $0.99527          4,777,403
    1/1/2004 to 12/31/2004                           $0.99527         $0.99141          4,662,685
    1/1/2005 to 12/31/2005                           $0.99141         $1.00599          2,015,180
    1/1/2006 to 12/31/2006                           $1.00599         $1.03920          5,556,088
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    9/22/2000* to 12/31/2000                         $0.99966         $0.91141          1,122,383
    1/1/2001 to 12/31/2001                           $0.91141         $0.79064          7,243,090
    1/1/2002 to 12/31/2002                           $0.79064         $0.60663         11,922,873
    1/1/2003 to 12/31/2003                           $0.60663         $0.76671         13,031,875
    1/1/2004 to 12/31/2004                           $0.76671         $0.83508         12,497,799
    1/1/2005 to 12/31/2005                           $0.83508         $0.86092         10,756,264
    1/1/2006 to 12/31/2006                           $0.86092         $0.98105          9,377,217

    2/4/2002* to 12/31/2002                          $0.97534         $0.78517          2,259,907
    1/1/2003 to 12/31/2003                           $0.78517         $0.99254          4,369,924
    1/1/2004 to 12/31/2004                           $0.99254         $1.08106          5,673,071
    1/1/2005 to 12/31/2005                           $1.08106         $1.11454          4,964,469
    1/1/2006 to 12/31/2006                           $1.11454         $1.27016          4,524,375
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    5/1/2002* to 12/31/2002                          $1.00859         $0.79744            131,956
    1/1/2003 to 12/31/2003                           $0.79744         $1.00719            656,248
    1/1/2004 to 12/31/2004                           $1.00719         $1.15535          1,400,351
    1/1/2005 to 12/31/2005                           $1.15535         $1.32936          1,589,111
    1/1/2006 to 12/31/2006                           $1.32936         $1.57254          1,894,319

    2/4/2002* to 12/31/2002                          $0.97746         $0.79350            924,945
    1/1/2003 to 12/31/2003                           $0.79350         $1.00220          1,453,519
    1/1/2004 to 12/31/2004                           $1.00220         $1.14963          1,739,846
    1/1/2005 to 12/31/2005                           $1.14963         $1.32269          2,019,582
    1/1/2006 to 12/31/2006                           $1.32269         $1.56464          2,076,481
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    9/22/2000* to 12/31/2000                         $0.99989         $0.92990            612,611
    1/1/2001 to 12/31/2001                           $0.92990         $0.75207          2,321,220
    1/1/2002 to 12/31/2002                           $0.75207         $0.57727          3,164,636
    1/1/2003 to 12/31/2003                           $0.57727         $0.75587          3,480,170
    1/1/2004 to 12/31/2004                           $0.75587         $0.85542          3,671,537
    1/1/2005 to 12/31/2005                           $0.85542         $0.93214          3,864,680
    1/1/2006 to 12/31/2006                           $0.93214         $1.05041          3,043,382

    2/4/2002* to 12/31/2002                          $0.98198         $0.80240            458,213
    1/1/2003 to 12/31/2003                           $0.80240         $1.05061            778,049
    1/1/2004 to 12/31/2004                           $1.05061         $1.18898            870,360
    1/1/2005 to 12/31/2005                           $1.18898         $1.29548            923,830
    1/1/2006 to 12/31/2006                           $1.29548         $1.46007            804,010



                                      A-2






- --------------------------------------------------------------------------------------------------
                                                                                   Number of
                                               Accumulation     Accumulation      Accumulation
                                               Unit Value at    Unit Value at Units Outstanding at
                                            Beginning of Period End of Period    End of Period
                                                                     
- --------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    9/22/2000* to 12/31/2000                     $0.99989         $0.85666            599,327
    1/1/2001 to 12/31/2001                       $0.85666         $0.63765          1,875,278
    1/1/2002 to 12/31/2002                       $0.63765         $0.49707          2,447,386
    1/1/2003 to 12/31/2003                       $0.49707         $0.62015          2,280,952
    1/1/2004 to 12/31/2004                       $0.62015         $0.68418          2,257,823
    1/1/2005 to 4/29/2005                        $0.68418         $0.63168                  0

    2/4/2002* to 12/31/2002                      $0.97611         $0.80273            210,394
    1/1/2003 to 12/31/2003                       $0.80273         $1.00158            408,387
    1/1/2004 to 12/31/2004                       $1.00158         $1.10499            460,455
    1/1/2005 to 4/29/2005                        $1.10499         $1.02030                  0
- --------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    9/22/2000* to 12/31/2000                     $0.99989         $0.83933            907,104
    1/1/2001 to 12/31/2001                       $0.83933         $0.64005          4,254,778
    1/1/2002 to 12/31/2002                       $0.64005         $0.53519          4,851,632
    1/1/2003 to 12/31/2003                       $0.53519         $0.65281          4,279,800
    1/1/2004 to 12/31/2004                       $0.65281         $0.70030          3,982,664
    1/1/2005 to 12/31/2005                       $0.70030         $0.72258          3,526,371
    1/1/2006 to 12/31/2006                       $0.72258         $0.82704          3,118,815

    2/4/2002* to 12/31/2002                      $0.98416         $0.85696            309,138
    1/1/2003 to 12/31/2003                       $0.85696         $1.04529            438,902
    1/1/2004 to 12/31/2004                       $1.04529         $1.12146            505,329
    1/1/2005 to 12/31/2005                       $1.12146         $1.15727            515,268
    1/1/2006 to 12/31/2006                       $1.15727         $1.32465            480,424
- --------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    9/22/2000* to 12/31/2000                     $0.99989         $0.85233          1,254,905
    1/1/2001 to 12/31/2001                       $0.85233         $0.71906          5,750,267
    1/1/2002 to 12/31/2002                       $0.71906         $0.48794          6,976,552
    1/1/2003 to 12/31/2003                       $0.48794         $0.59595          6,981,606
    1/1/2004 to 12/31/2004                       $0.59595         $0.62365          6,751,783
    1/1/2005 to 12/31/2005                       $0.62365         $0.71651          6,027,621
    1/1/2006 to 12/31/2006                       $0.71651         $0.74837          5,587,273

    2/4/2002* to 12/31/2002                      $0.96941         $0.72083            743,529
    1/1/2003 to 12/31/2003                       $0.72083         $0.88040          1,245,148
    1/1/2004 to 12/31/2004                       $0.88040         $0.92132          1,147,725
    1/1/2005 to 12/31/2005                       $0.92132         $1.05848          1,081,009
    1/1/2006 to 12/31/2006                       $1.05848         $1.10555          1,076,058
- --------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    9/22/2000* to 12/31/2000                     $0.99989         $0.98004          1,201,198
    1/1/2001 to 12/31/2001                       $0.98004         $0.91008         13,774,348
    1/1/2002 to 12/31/2002                       $0.91008         $0.79270         22,825,268
    1/1/2003 to 12/31/2003                       $0.79270         $0.96061         24,925,329
    1/1/2004 to 12/31/2004                       $0.96061         $1.05233         25,534,859
    1/1/2005 to 12/31/2005                       $1.05233         $1.11679         25,133,546
    1/1/2006 to 12/31/2006                       $1.11679         $1.21924         22,294,900

    2/4/2002* to 12/31/2002                      $0.98743         $0.89088          4,569,334
    1/1/2003 to 12/31/2003                       $0.89088         $1.07966          9,899,885
    1/1/2004 to 12/31/2004                       $1.07966         $1.18290         11,850,512
    1/1/2005 to 12/31/2005                       $1.18290         $1.25533         11,632,530
    1/1/2006 to 12/31/2006                       $1.25533         $1.37033         10,279,439



                                      A-3






- -------------------------------------------------------------------------------------------------
                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    9/22/2000* to 12/31/2000                    $0.99989         $1.00456            831,559
    1/1/2001 to 12/31/2001                      $1.00456         $0.98804         12,182,545
    1/1/2002 to 12/31/2002                      $0.98804         $0.91698         19,460,197
    1/1/2003 to 12/31/2003                      $0.91698         $1.05346         18,946,400
    1/1/2004 to 12/31/2004                      $1.05346         $1.13137         19,002,701
    1/1/2005 to 12/31/2005                      $1.13137         $1.18166         16,744,844
    1/1/2006 to 12/31/2006                      $1.18166         $1.26641         14,520,059

    2/4/2002* to 12/31/2002                     $0.99058         $0.93899          3,739,863
    1/1/2003 to 12/31/2003                      $0.93899         $1.07868          6,890,674
    1/1/2004 to 12/31/2004                      $1.07868         $1.15831          8,749,042
    1/1/2005 to 12/31/2005                      $1.15831         $1.20985          8,573,075
    1/1/2006 to 12/31/2006                      $1.20985         $1.29656          7,987,011
- -------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    9/22/2000* to 12/31/2000                    $0.99989         $1.01293          3,263,900
    1/1/2001 to 12/31/2001                      $1.01293         $0.89451         17,121,317
    1/1/2002 to 12/31/2002                      $0.89451         $0.74364         21,195,077
    1/1/2003 to 12/31/2003                      $0.74364         $0.94911         20,257,141
    1/1/2004 to 12/31/2004                      $0.94911         $1.05322         18,920,898
    1/1/2005 to 12/31/2005                      $1.05322         $1.13769         17,141,072
    1/1/2006 to 12/31/2006                      $1.13769         $1.29055         15,195,321

    2/4/2002* to 12/31/2002                     $0.97724         $0.86688          2,962,070
    1/1/2003 to 12/31/2003                      $0.86688         $1.10632          4,046,538
    1/1/2004 to 12/31/2004                      $1.10632         $1.22772          4,008,092
    1/1/2005 to 12/31/2005                      $1.22772         $1.32606          3,550,726
    1/1/2006 to 12/31/2006                      $1.32606         $1.50437          3,102,752
- -------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    9/22/2000* to 12/31/2000                    $0.99989         $1.10899          1,013,389
    1/1/2001 to 12/31/2001                      $1.10899         $1.12776          5,986,116
    1/1/2002 to 12/31/2002                      $1.12776         $0.95217          8,420,757
    1/1/2003 to 12/31/2003                      $0.95217         $1.24988          8,325,494
    1/1/2004 to 12/31/2004                      $1.24988         $1.48755          8,294,965
    1/1/2005 to 12/31/2005                      $1.48755         $1.53474          7,346,572
    1/1/2006 to 12/31/2006                      $1.53474         $1.73452          6,459,806

    2/4/2002* to 12/31/2002                     $0.98396         $0.84988          2,200,257
    1/1/2003 to 12/31/2003                      $0.84988         $1.11558          3,165,113
    1/1/2004 to 12/31/2004                      $1.11558         $1.32788          3,593,566
    1/1/2005 to 12/31/2005                      $1.32788         $1.36999          3,265,910
    1/1/2006 to 12/31/2006                      $1.36999         $1.54843          2,984,991
- -------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    9/22/2000* to 12/31/2000                    $0.99989         $0.95179          1,422,198
    1/1/2001 to 12/31/2001                      $0.95179         $0.82679         10,013,607
    1/1/2002 to 12/31/2002                      $0.82679         $0.67465         15,695,966
    1/1/2003 to 12/31/2003                      $0.67465         $0.85346         15,882,317
    1/1/2004 to 12/31/2004                      $0.85346         $0.95157         15,498,538
    1/1/2005 to 12/31/2005                      $0.95157         $1.02509         14,933,648
    1/1/2006 to 12/31/2006                      $1.02509         $1.14126         12,847,094

    2/4/2002* to 12/31/2002                     $0.98366         $0.84346          3,092,708
    1/1/2003 to 12/31/2003                      $0.84346         $1.06700          5,126,970
    1/1/2004 to 12/31/2004                      $1.06700         $1.18965          5,476,579
    1/1/2005 to 12/31/2005                      $1.18965         $1.28163          6,096,985
    1/1/2006 to 12/31/2006                      $1.28163         $1.42692          5,457,326



                                      A-4






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    9/22/2000* to 12/31/2000                           $0.99989         $1.04410           557,079
    1/1/2001 to 12/31/2001                             $1.04410         $0.94081         4,822,405
    1/1/2002 to 12/31/2002                             $0.94081         $0.77601         7,324,154
    1/1/2003 to 12/31/2003                             $0.77601         $0.96995         6,818,953
    1/1/2004 to 12/31/2004                             $0.96995         $1.12629         6,620,325
    1/1/2005 to 12/31/2005                             $1.12629         $1.18463         6,153,274
    1/1/2006 to 12/31/2006                             $1.18463         $1.38410         4,987,049

    2/4/2002* to 12/31/2002                            $0.97731         $0.83825         1,061,212
    1/1/2003 to 12/31/2003                             $0.83825         $1.04790         1,417,334
    1/1/2004 to 12/31/2004                             $1.04790         $1.21689         1,374,111
    1/1/2005 to 12/31/2005                             $1.21689         $1.27983         1,369,364
    1/1/2006 to 12/31/2006                             $1.27983         $1.49531         1,205,059
- --------------------------------------------------------------------------------------------------------
SP International Value Portfolio
 (formerly, SP LSV International Value Portfolio)
    9/22/2000* to 12/31/2000                           $0.99989         $0.94430           727,420
    1/1/2001 to 12/31/2001                             $0.94430         $0.72585         4,573,063
    1/1/2002 to 12/31/2002                             $0.72585         $0.59296         6,199,295
    1/1/2003 to 12/31/2003                             $0.59296         $0.74486         5,899,804
    1/1/2004 to 12/31/2004                             $0.74486         $0.85068         5,716,172
    1/1/2005 to 12/31/2005                             $0.85068         $0.95452         5,374,033
    1/1/2006 to 12/31/2006                             $0.95452         $1.21520         4,817,822

    2/4/2002* to 12/31/2002                            $0.99846         $0.85393           823,568
    1/1/2003 to 12/31/2003                             $0.85393         $1.07261         1,230,724
    1/1/2004 to 12/31/2004                             $1.07261         $1.22497         1,258,600
    1/1/2005 to 12/31/2005                             $1.22497         $1.37436         1,011,416
    1/1/2006 to 12/31/2006                             $1.37436         $1.74974         1,067,262
- --------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    9/22/2000* to 12/31/2000                           $0.99989         $0.91251           810,786
    1/1/2001 to 12/31/2001                             $0.91251         $0.69040         2,722,542
    1/1/2002 to 12/31/2002                             $0.69040         $0.48564         3,368,105
    1/1/2003 to 12/31/2003                             $0.48564         $0.60731         3,287,546
    1/1/2004 to 12/31/2004                             $0.60731         $0.67315         2,962,682
    1/1/2005 to 4/29/2005                              $0.67315         $0.62908                 0

    2/4/2002* to 12/31/2002                            $0.96821         $0.74461           243,813
    1/1/2003 to 12/31/2003                             $0.74461         $0.93117           445,019
    1/1/2004 to 12/31/2004                             $0.93117         $1.03208           434,466
    1/1/2005 to 4/29/2005                              $1.03208         $0.96445                 0
- --------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    9/22/2000* to 12/31/2000                           $0.99989         $0.97366         1,181,291
    1/1/2001 to 12/31/2001                             $0.97366         $0.75936         4,194,730
    1/1/2002 to 12/31/2002                             $0.75936         $0.40193         5,093,082
    1/1/2003 to 12/31/2003                             $0.40193         $0.55548         5,645,379
    1/1/2004 to 12/31/2004                             $0.55548         $0.65495         5,609,864
    1/1/2005 to 12/31/2005                             $0.65495         $0.67992         6,805,650
    1/1/2006 to 12/31/2006                             $0.67992         $0.65756         6,062,540

    2/4/2002* to 12/31/2002                            $0.95936         $0.58443           756,328
    1/1/2003 to 12/31/2003                             $0.58443         $0.80750         1,178,996
    1/1/2004 to 12/31/2004                             $0.80750         $0.95200         1,360,156
    1/1/2005 to 12/31/2005                             $0.95200         $0.98826         1,698,859
    1/1/2006 to 12/31/2006                             $0.98826         $0.95579         1,531,680



                                      A-5






- ---------------------------------------------------------------------------------------------------
                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    9/22/2000* to 12/31/2000                      $0.99989         $1.01546            722,150
    1/1/2001 to 12/31/2001                        $1.01546         $1.04100          7,856,471
    1/1/2002 to 12/31/2002                        $1.04100         $1.02813          9,066,653
    1/1/2003 to 12/31/2003                        $1.02813         $1.24124          9,447,820
    1/1/2004 to 12/31/2004                        $1.24124         $1.33818          9,045,748
    1/1/2005 to 12/31/2005                        $1.33818         $1.37312          7,807,777
    1/1/2006 to 12/31/2006                        $1.37312         $1.48318          6,868,195

    2/4/2002* to 12/31/2002                       $0.99887         $0.98184          1,529,066
    1/1/2003 to 12/31/2003                        $0.98184         $1.18535          3,798,121
    1/1/2004 to 12/31/2004                        $1.18535         $1.27784          4,126,423
    1/1/2005 to 12/31/2005                        $1.27784         $1.31099          3,576,187
    1/1/2006 to 12/31/2006                        $1.31099         $1.41606          3,093,960
- ---------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    9/22/2000* to 12/31/2000                      $0.99989         $1.04774          1,448,492
    1/1/2001 to 12/31/2001                        $1.04774         $1.12247         18,070,959
    1/1/2002 to 12/31/2002                        $1.12247         $1.21092         23,310,960
    1/1/2003 to 12/31/2003                        $1.21092         $1.26394         27,581,422
    1/1/2004 to 12/31/2004                        $1.26394         $1.31224         23,832,755
    1/1/2005 to 12/31/2005                        $1.31224         $1.32513         20,690,952
    1/1/2006 to 12/31/2006                        $1.32513         $1.35502         17,310,944

    2/4/2002* to 12/31/2002                       $1.00358         $1.06613          6,564,425
    1/1/2003 to 12/31/2003                        $1.06613         $1.11297         10,369,192
    1/1/2004 to 12/31/2004                        $1.11297         $1.15556         10,417,848
    1/1/2005 to 12/31/2005                        $1.15556         $1.16696          9,283,073
    1/1/2006 to 12/31/2006                        $1.16696         $1.19330          7,663,662
- ---------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    9/22/2000* to 12/31/2000                      $0.99989         $0.83561          1,515,243
    1/1/2001 to 12/31/2001                        $0.83561         $0.67759          6,095,282
    1/1/2002 to 12/31/2002                        $0.67759         $0.45382          8,181,551
    1/1/2003 to 12/31/2003                        $0.45382         $0.63603          8,150,706
    1/1/2004 to 12/31/2004                        $0.63603         $0.76134          8,016,562
    1/1/2005 to 12/31/2005                        $0.76134         $0.88437          8,516,490
    1/1/2006 to 12/31/2006                        $0.88437         $0.95577          7,614,648

    2/4/2002* to 12/31/2002                       $0.96873         $0.71988            794,585
    1/1/2003 to 12/31/2003                        $0.71988         $1.00882          1,489,842
    1/1/2004 to 12/31/2004                        $1.00882         $1.20761          1,510,321
    1/1/2005 to 12/31/2005                        $1.20761         $1.40267          1,644,239
    1/1/2006 to 12/31/2006                        $1.40267         $1.51600          1,478,918
- ---------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    9/22/2000* to 12/31/2000                      $0.99989         $0.83474            441,462
    1/1/2001 to 12/31/2001                        $0.83474         $0.68188          2,522,640
    1/1/2002 to 12/31/2002                        $0.68188         $0.46899          2,932,746
    1/1/2003 to 12/31/2003                        $0.46899         $0.62301          2,995,098
    1/1/2004 to 12/31/2004                        $0.62301         $0.60866          2,860,158
    1/1/2005 to 12/31/2005                        $0.60866         $0.61518          2,493,758
    1/1/2006 to 12/31/2006                        $0.61518         $0.68195          2,150,628

    2/4/2002* to 12/31/2002                       $0.97561         $0.72521            544,296
    1/1/2003 to 12/31/2003                        $0.72521         $0.96342            862,743
    1/1/2004 to 12/31/2004                        $0.96342         $0.94136            881,042
    1/1/2005 to 12/31/2005                        $0.94136         $0.95138            836,686
    1/1/2006 to 12/31/2006                        $0.95138         $1.05452            797,960



                                      A-6






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    9/22/2000* to 12/31/2000                            $0.99989         $0.79227          693,204
    1/1/2001 to 12/31/2001                              $0.79227         $0.66171        3,503,249
    1/1/2002 to 12/31/2002                              $0.66171         $0.48778        4,108,519
    1/1/2003 to 12/31/2003                              $0.48778         $0.60541        3,953,002
    1/1/2004 to 12/31/2004                              $0.60541         $0.66033        3,679,812
    1/1/2005 to 12/31/2005                              $0.66033         $0.74991        3,228,830
    1/1/2006 to 12/31/2006                              $0.74991         $0.73465        2,919,244

    2/4/2002* to 12/31/2002                             $0.97345         $0.77240          272,093
    1/1/2003 to 12/31/2003                              $0.77240         $0.95860          426,339
    1/1/2004 to 12/31/2004                              $0.95860         $1.04544          452,645
    1/1/2005 to 12/31/2005                              $1.04544         $1.18721          422,319
    1/1/2006 to 12/31/2006                              $1.18721         $1.16312          420,117
- --------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    9/22/2000* to 12/31/2000                            $0.99989         $0.75990        1,305,959
    1/1/2001 to 12/31/2001                              $0.75990         $0.56163        2,243,267
    1/1/2002 to 12/31/2002                              $0.56163         $0.32494        2,590,099
    1/1/2003 to 12/31/2003                              $0.32494         $0.45628        3,243,536
    1/1/2004 to 12/31/2004                              $0.45628         $0.45003        2,868,543
    1/1/2005 to 4/29/2005                               $0.45003         $0.40195                0

    2/4/2002* to 12/31/2002                             $0.97074         $0.60245           40,621
    1/1/2003 to 12/31/2003                              $0.60245         $0.84598          338,831
    1/1/2004 to 12/31/2004                              $0.84598         $0.83430          351,344
    1/1/2005 to 4/29/2005                               $0.83430         $0.74523                0
- --------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    9/22/2000* to 12/31/2000                            $0.99989         $0.84672          943,082
    1/1/2001 to 12/31/2001                              $0.84672         $0.53757        4,590,254
    1/1/2002 to 12/31/2002                              $0.53757         $0.41046        5,579,681
    1/1/2003 to 12/31/2003                              $0.41046         $0.56496        5,249,603
    1/1/2004 to 12/31/2004                              $0.56496         $0.64928        4,721,996
    1/1/2005 to 12/31/2005                              $0.64928         $0.74528        4,600,115
    1/1/2006 to 12/31/2006                              $0.74528         $0.88967        4,487,214

    2/4/2002* to 12/31/2002                             $0.99603         $0.80285          424,766
    1/1/2003 to 12/31/2003                              $0.80285         $1.10501          763,000
    1/1/2004 to 12/31/2004                              $1.10501         $1.27001          848,132
    1/1/2005 to 12/31/2005                              $1.27001         $1.45769          839,210
    1/1/2006 to 12/31/2006                              $1.45769         $1.74022          865,867
- --------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                            $9.99886        $10.68260           24,665
- --------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                            $9.99886         $9.99933              468
    1/1/2006 to 12/31/2006                              $9.99933        $11.40838           33,953
- --------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                           $10.09338        $11.73323                0
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                           $10.07970        $10.33229              695
    1/1/2006 to 12/31/2006                             $10.33229        $12.36530           21,023
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                           $10.05481        $10.28681                0
    1/1/2006 to 12/31/2006                             $10.28681        $11.89718           10,273
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                           $10.05009        $11.34495                0
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                           $10.04988        $10.42169            3,138
    1/1/2006 to 12/31/2006                             $10.42169        $11.57321            6,910



                                      A-7






- -----------------------------------------------------------------------------------------------------------
                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
                                                     Beginning of Period End of Period    End of Period
                                                                              
- -----------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                              $10.06658        $10.35426           3,733
    1/1/2006 to 12/31/2006                                $10.35426        $11.93304          22,664
- -----------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                              $10.04202        $10.33700             480
    1/1/2006 to 12/31/2006                                $10.33700        $11.18026           3,089
- -----------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99886        $10.01933          35,254
    1/1/2006 to 12/31/2006                                $10.01933        $11.04402         213,534
- -----------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99886        $10.00933          16,953
    1/1/2006 to 12/31/2006                                $10.00933        $11.22130         189,667
- -----------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                              $10.14710        $12.04155          11,885
    1/1/2006 to 12/31/2006                                $12.04155        $16.23834          29,786
- -----------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99886        $10.02932           4,895
    1/1/2006 to 12/31/2006                                $10.02932        $10.93553         117,619
- -----------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                              $10.08492        $10.73678           5,473
    1/1/2006 to 12/31/2006                                $10.73678        $12.88954          37,234
- -----------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
 (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                              $10.01133        $10.33264             399
    1/1/2006 to 12/31/2006                                $10.33264        $10.98080           2,975
- -----------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                              $10.04570        $10.03757           3,983
    1/1/2006 to 12/31/2006                                $10.03757        $11.87455           6,046
- -----------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                               $9.99886        $10.98052           8,235
    1/1/2006 to 12/31/2006                                $10.98052        $12.22751          25,198
- -----------------------------------------------------------------------------------------------------------
AST First Trust Capital Apreciation Target Portfolio
    3/20/2006* to 12/31/2006                               $9.99886        $10.50452          11,606
- -----------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                               $9.99886        $10.60336          46,241
- -----------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
 (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                              $10.01541        $10.64464             193
    1/1/2006 to 12/31/2006                                $10.64464        $11.66754           1,069
- -----------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                              $10.03302        $10.78065             471
    1/1/2006 to 12/31/2006                                $10.78065        $11.69442           8,457
- -----------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                               $9.97681         $9.87825           5,242
    1/1/2006 to 12/31/2006                                 $9.87825        $10.75063          13,385
- -----------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                               $9.99886        $10.60000           1,893
    1/1/2006 to 12/31/2006                                $10.60000        $11.11019           5,736
- -----------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                               $9.91389        $10.67460          15,216
    1/1/2006 to 12/31/2006                                $10.67460        $12.92733          26,117
- -----------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                              $10.07726        $10.57804          31,485
    1/1/2006 to 12/31/2006                                $10.57804        $12.35800          37,429



                                      A-8






- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                        $9.99886         $9.96977            9,454
    1/1/2006 to 12/31/2006                          $9.96977        $10.79596           25,534
- ----------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.12625        $10.92526           18,742
    1/1/2006 to 12/31/2006                         $10.92526        $11.55444           32,835
- ----------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.96626        $10.49866            3,218
    1/1/2006 to 12/31/2006                         $10.49866        $12.87030           13,305
- ----------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.03693        $10.78089           13,545
    1/1/2006 to 12/31/2006                         $10.78089        $11.65979           11,286
- ----------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.06503        $10.37369            1,319
    1/1/2006 to 12/31/2006                         $10.37369        $11.68807            7,483
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.05576        $11.35869           10,238
    1/1/2006 to 12/31/2006                         $11.35869        $12.77698           20,025
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02196        $10.90682           24,263
    1/1/2006 to 12/31/2006                         $10.90682        $11.91306           46,052
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99886        $10.07733            7,572
    1/1/2006 to 12/31/2006                         $10.07733        $10.31847           38,883
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99886        $10.03931                0
    1/1/2006 to 12/31/2006                         $10.03931        $10.68916           44,796
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04866        $10.66828            5,525
    1/1/2006 to 12/31/2006                         $10.66828        $12.63027           17,317
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02867        $10.37610            8,025
    1/1/2006 to 12/31/2006                         $10.37610        $11.51159           30,678
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94939         $9.46839            6,633
    1/1/2006 to 12/31/2006                          $9.46839         $9.92364           13,414
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00286        $11.76236           62,664
    1/1/2006 to 12/31/2006                         $11.76236        $13.44068          129,739
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88103        $12.08600           12,954
    1/1/2006 to 12/31/2006                         $12.08600        $16.04073           38,534
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    9/22/2000* to 12/31/2000                        $1.00400         $0.83038        1,473,096
    1/1/2001 to 12/31/2001                          $0.83038         $0.61510        4,870,436
    1/1/2002 to 12/31/2002                          $0.61510         $0.44459        5,096,340
    1/1/2003 to 12/31/2003                          $0.44459         $0.57657        4,772,334
    1/1/2004 to 12/31/2004                          $0.57657         $0.59255        4,419,591
    1/1/2005 to 12/31/2005                          $0.59255         $0.60787        3,753,378
    1/1/2006 to 12/31/2006                          $0.60787         $0.66623        3,513,360
    2/4/2002* to 12/31/2002                         $0.97419         $0.74968          287,219
    1/1/2003 to 12/31/2003                          $0.74968         $0.97207          505,453
    1/1/2004 to 12/31/2004                          $0.97207         $0.99891          579,355
    1/1/2005 to 12/31/2005                          $0.99891         $1.02463          407,436
    1/1/2006 to 12/31/2006                          $1.02463         $1.12302          304,894




 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.


                                      A-9




                  STRATEGIC PARTNERS ANNUITY ONE PROSPECTUS -

 (Contract w/Credit Greater of Roll-up and Step-up GMDB, Lifetime Five; 2.40)





- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Jennison Portfolio
    3/14/2005* to 12/31/2005                         $10.06145        $11.75073               0
    1/1/2006 to 12/31/2006                           $11.75073        $11.68114               0
- ------------------------------------------------------------------------------------------------------
Prudential Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.04782        $11.04034               0
    1/1/2006 to 12/31/2006                           $11.04034        $12.13760               0
- ------------------------------------------------------------------------------------------------------
Prudential Global Portfolio
    3/14/2005* to 12/31/2005                          $9.98600        $11.27691               0
    1/1/2006 to 12/31/2006                           $11.27691        $13.17734               0
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    3/14/2005* to 12/31/2005                          $9.99992        $10.05598               0
    1/1/2006 to 12/31/2006                           $10.05598        $10.28744               0
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    3/14/2005* to 12/31/2005                         $10.05597        $10.32516               0
    1/1/2006 to 12/31/2006                           $10.32516        $11.65130               0
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    3/14/2005* to 12/31/2005                         $10.03732        $11.19819               0
    1/1/2006 to 12/31/2006                           $11.19819        $13.11688               0
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.03172        $10.92445               0
    1/1/2006 to 12/31/2006                           $10.92445        $12.19186               0
- ------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    3/14/2005* to 4/29/2005                          $10.06867         $9.48068               0
- ------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.02500        $10.18186               0
    1/1/2006 to 12/31/2006                           $10.18186        $11.53987               0
- ------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.03000        $12.06788               0
    1/1/2006 to 12/31/2006                           $12.06788        $12.48262               0
- ------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.01697        $10.61664          65,028
    1/1/2006 to 12/31/2006                           $10.61664        $11.47676          50,083
- ------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.00702        $10.44620          44,618
    1/1/2006 to 12/31/2006                           $10.44620        $11.08646          41,626
- ------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    3/14/2005* to 12/31/2005                         $10.02493        $10.57131               0
    1/1/2006 to 12/31/2006                           $10.57131        $11.87529               0
- ------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.05714        $10.45206               0
    1/1/2006 to 12/31/2006                           $10.45206        $11.69832               0
- ------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.02885        $10.78307          77,676
    1/1/2006 to 12/31/2006                           $10.78307        $11.88794          60,081
- ------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.07564        $10.42666               0
    1/1/2006 to 12/31/2006                           $10.42666        $12.06404               0



                                     A-10






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP International Value Portfolio
 (formerly, SP LSV International Value Portfolio)
    3/14/2005* to 12/31/2005                            $9.91203        $10.60969               0
    1/1/2006 to 12/31/2006                             $10.60969        $13.37654               0
- --------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    3/14/2005* to 4/29/2005                            $10.05585         $9.60094               0
- --------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.02813        $10.63711               0
    1/1/2006 to 12/31/2006                             $10.63711        $10.18663               0
- --------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    3/14/2005* to 12/31/2005                            $9.98879        $10.08338               0
    1/1/2006 to 12/31/2006                             $10.08338        $10.78399               0
- --------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    3/14/2005* to 12/31/2005                            $9.99805        $10.11445               0
    1/1/2006 to 12/31/2006                             $10.11445        $10.24134               0
- --------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.03564        $11.68501               0
    1/1/2006 to 12/31/2006                             $11.68501        $12.50574               0
- --------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.03026        $10.45862               0
    1/1/2006 to 12/31/2006                             $10.45862        $11.47924               0
- --------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.07347        $11.92709               0
    1/1/2006 to 12/31/2006                             $11.92709        $11.57125               0
- --------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    3/14/2005* to 4/29/2005                            $10.04299         $9.58740               0
- --------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    3/14/2005* to 12/31/2005                            $9.92621        $11.23793               0
    1/1/2006 to 12/31/2006                             $11.23793        $13.28534               0
- --------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                            $9.99805        $10.60042         174,972
- --------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                            $9.99805         $9.99180               0
    1/1/2006 to 12/31/2006                              $9.99180        $11.28880               0
- --------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                           $10.09257        $11.64968               0
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                           $10.07889        $10.25092               0
    1/1/2006 to 12/31/2006                             $10.25092        $12.14849               0
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                           $10.05400        $10.20591               0
    1/1/2006 to 12/31/2006                             $10.20591        $11.68868               0
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                           $10.04928        $11.26425               0
- --------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                           $10.04907        $10.33975               0
    1/1/2006 to 12/31/2006                             $10.33975        $11.37031               0
- --------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.06577        $10.27260               0
    1/1/2006 to 12/31/2006                             $10.27260        $11.72362               0



                                     A-11






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                               $10.04122        $10.25565               0
    1/1/2006 to 12/31/2006                                 $10.25565        $10.98430               0
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99805        $10.01176               0
    1/1/2006 to 12/31/2006                                 $10.01176        $10.92810         529,545
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99805        $10.00178               0
    1/1/2006 to 12/31/2006                                 $10.00178        $11.10359         793,571
- ------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                               $10.14629        $11.94685               0
    1/1/2006 to 12/31/2006                                 $11.94685        $15.95403               0
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99805        $10.02175               0
    1/1/2006 to 12/31/2006                                 $10.02175        $10.82085         144,473
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08411        $10.65216               0
    1/1/2006 to 12/31/2006                                 $10.65216        $12.66348               0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
 (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01052        $10.25131               0
    1/1/2006 to 12/31/2006                                 $10.25131        $10.78815               0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04489         $9.95852               0
    1/1/2006 to 12/31/2006                                  $9.95852        $11.66626               0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99805        $10.89421               0
    1/1/2006 to 12/31/2006                                 $10.89421        $12.01318               0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99805        $10.42368         167,430
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99805        $10.52188          49,084
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
 (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01461        $10.56091               0
    1/1/2006 to 12/31/2006                                 $10.56091        $11.46304               0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03221        $10.69595               0
    1/1/2006 to 12/31/2006                                 $10.69595        $11.48961               0
- ------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                                $9.97600         $9.80046               0
    1/1/2006 to 12/31/2006                                  $9.80046        $10.56209               0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99805        $10.51651               0
    1/1/2006 to 12/31/2006                                 $10.51651        $10.91536               0
- ------------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.91308        $10.59056               0
    1/1/2006 to 12/31/2006                                 $10.59056        $12.70076               0



                                     A-12






- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.07646        $10.49471               0
    1/1/2006 to 12/31/2006                         $10.49471        $12.14135               0
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                        $9.99805         $9.89115               0
    1/1/2006 to 12/31/2006                          $9.89115        $10.60656               0
- ----------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.12544        $10.83913               0
    1/1/2006 to 12/31/2006                         $10.83913        $11.35176               0
- ----------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.96545        $10.41606               0
    1/1/2006 to 12/31/2006                         $10.41606        $12.64469               0
- ----------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.03612        $10.69610               0
    1/1/2006 to 12/31/2006                         $10.69610        $11.45540               0
- ----------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.06422        $10.29196               0
    1/1/2006 to 12/31/2006                         $10.29196        $11.48305               0
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.05495        $11.26937               0
    1/1/2006 to 12/31/2006                         $11.26937        $12.55286               0
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02116        $10.82098               0
    1/1/2006 to 12/31/2006                         $10.82098        $11.70414               0
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99805         $9.99792               0
    1/1/2006 to 12/31/2006                          $9.99792        $10.13734               0
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99805        $10.03174               0
    1/1/2006 to 12/31/2006                         $10.03174        $10.57706          61,982
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04786        $10.58426               0
    1/1/2006 to 12/31/2006                         $10.58426        $12.40881               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02787        $10.29451               0
    1/1/2006 to 12/31/2006                         $10.29451        $11.30993               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94859         $9.39375               0
    1/1/2006 to 12/31/2006                          $9.39375         $9.74959               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00205        $11.66986               0
    1/1/2006 to 12/31/2006                         $11.66986        $13.20511               0
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88022        $11.99077               0
    1/1/2006 to 12/31/2006                         $11.99077        $15.75945               0
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    3/14/2005* to 12/31/2005                       $10.04399        $10.33470               0
    1/1/2006 to 12/31/2006                         $10.33470        $11.21674               0




 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.


                                     A-13



           APPENDIX B - CALCULATION OF EARNINGS APPRECIATOR BENEFIT

 Example 1:

 Assume that a purchase payment of $70,000 is made on the contract date. Assume
 that no withdrawals or subsequent purchase payments are made and that the
 Contract Value used in the death benefit calculation is $120,000. Also assume
 that the owner (or joint owner, if older) is younger than age 66 on the date
 the application is signed.




                                 
       45% of lesser of:            $70,000
        Adjusted Purchase Payment   $50,000 Contract Value minus purchase
        Allocated Earnings payment)
       Benefit (45% $50,000)        $22,500



 Example 2:
 Assume that a 60 year old purchases a contract on 1/1/2001 with a $50,000
 purchase payment.


 The owner's initial purchase payment (purchase payment #1) grows to $90,000 on
 1/1/2005, giving the contract $40,000 IN EARNINGS, all allocated to the
 initial purchase payment. On this date, the owner makes an additional purchase
 payment of $60,000. The $60,000 purchase payment increases the Contract Value
 to $150,000 ($90,000 + $60,000). At this time, there are no earnings allocated
 to the additional purchase payment (purchase payment #2). However, future
 earnings will now be allocated to the two purchase payments in the following
 proportions:

 (purchase payment#1 + earnings)/total Contract Value = ($50,000 +
 $40,000*)/$150,000 = 60%
 (purchase payment#2 + earnings)/total Contract Value = ($60,000 + $0)/$150,000
 = 40%

 On 1/1/2009 the owner makes a withdrawal of $38,000. The Contract Value has
 grown an additional $40,000 from $150,000 on 1/1/2005 to $190,000 on 1/1/2009
 prior to the withdrawal. The $40,000 IN NEW EARNINGS will be allocated among
 the two purchase payments prior to the withdrawal using the percentages
 determined above.


                            $40,000 IN NEW EARNINGS

 Earnings Allocated to Adjusted Purchase Payment #1 (60% of $40,000) = $24,000

 Earnings Allocated to Adjusted Purchase Payment # 2 (40% of $40,000) = $16,000

 The earnings allocated to each purchase payment now are as follows:



                                 Before          $40,000
                              New Earnings     New Earnings       Total
                              ------------     ------------       -----
                                                 
                                           +                =
     Purchase Payment #1       $   50,000       $       0       $   50,000
     Earnings Allocated to #1  $   40,000       $  24,000       $   64,000
     Purchase Payment #2       $   60,000       $       0       $   60,000
     Earnings Allocated to #2  $        0       $  16,000       $   16,000
                               ----------       ---------       ----------
                               $  150,000  +    $  40,000   =   $  190,000
                               ==========       =========       ==========



 The withdrawal of $38,000 reduces the Contract Value by 20%
 ($38,000/$190,000). The withdrawal will reduce both purchase payments and the
 earnings allocated to each of them by 20% as shown below.




                                            Before
                                          Withdrawal Reduced By 20%
                                          ---------- --------------
                                               
             Adjusted Purchase Payment #1 $   50,000   $   40,000
             Earnings Allocated to #1     $   64,000   $   51,200
             Adjusted Purchase Payment #2 $   60,000   $   48,000
             Earnings Allocated to #2     $   16,000   $   12,800
                                          ----------   ----------
                                          $  190,000   $  152,000
                                          ==========   ==========



 'The Contract Value grows $20,000 from $152,000 on 1/1/2009 to $172,000 on
 1/1/2011. THE $20,000 IN NEW EARNINGS will be allocated among the two purchase
 payments using the percentages determined above.


                                      B-1



                            $20,000 IN NEW EARNINGS

 Earnings Allocated to Adjusted Purchase Payment #1 (60% of $20,000) = $12,000

 Earnings Allocated to Adjusted Purchase Payment #2 (40% of $20,000) = $8,000

 The earnings allocated to each purchase payment now are as follows:



                                   Before          $20,000
                                New Earnings     New Earnings       Total
                                ------------     ------------       -----
                                                   
                                             +                =
   Adjusted Purchase Payment #1  $   40,000       $       0       $   40,000
   Earnings Allocated to #1      $   51,200       $  12,000       $   63,200
   Adjusted Purchase Payment #2  $   48,000       $       0       $   48,000
   Earnings Allocated to #2      $   12,800       $   8,000       $   20,800
                                 ----------       ---------       ----------
                                 $  152,000  +    $  20,000   =   $  172,000
                                 ==========       =========       ==========


 Now let's calculate the total Earnings Appreciator Benefit as of 1/1/2011:


                                                              
 Benefit on Purchase Payment #1         Benefit on Purchase Payment #2
 45% of lesser of:                      45% of lesser of:
  Adjusted Purchase Payment     $40,000   Adjusted Purchase Payment    $48,000
  Allocated Earnings            $63,200   Allocated Earnings           $20,800
 45% OF $40,000                 $18,000 45% OF $20,800                 $ 9,360


        TOTAL EARNINGS APPRECIATOR BENEFIT: $18,000 + $9,360 = $27,360

                                      B-2



       APPENDIX C - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU

 Within the Strategic Partners(SM) family of annuities, we offer several
 different deferred variable annuity products. These annuities are issued by
 Pruco Life Insurance Company. Not all of these annuities may be available to
 you due to state approval or broker-dealer offerings. You can verify which of
 these annuities is available to you by asking your registered representative,
 or by calling us at (888) PRU-2888. For comprehensive information about each
 of these annuities, please consult the prospectus for the annuity.

 Each annuity has different features and benefits that may be appropriate for
 you, based on your individual financial situation and how you intend to use
 the annuity.

 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay while your contract remains
 in force. Additionally, differences may exist in various optional benefits
 such as guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:

..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the annuity;
..   Your investment return objectives;
..   The effect of optional benefits that may be elected; and
..   Your desire to minimize costs and/or maximize return associated with the
    annuity.

 The following chart sets forth the prominent features of each available
 Strategic Partners variable annuity. The availability of optional features,
 such as those noted in the chart, may increase the cost of the contract.
 Therefore, you should carefully consider which features you plan to use when
 selecting your annuity.


 In addition to the chart, we set out below certain hypothetical illustrations
 that reflect the Contract Value and surrender value of each variable annuity
 over a variety of holding periods. These charts are meant to reflect how your
 annuities can grow or decrease depending on market conditions and the
 comparable value of each of the annuities (which reflects the charges
 associated with the annuities) under the assumptions noted. In comparing the
 values within the illustrations, a number of distinctions are evident. To
 fully appreciate these distinctions, we encourage you to speak to your
 registered representative and to read the prospectuses. However, we do point
 out the following noteworthy items:


..   Strategic Partners Advisor, because it has no sales charge, offers the
    highest surrender value during the first few years. However, unlike
    Strategic Partners Annuity One/Plus and the Strategic Partners Annuity
    One/Plus Enhanced contracts ("Enhanced Contracts" refers to the version of
    the contract offered beginning in February of 2002), Strategic Partners
    Advisor offers few optional benefits.

..   Strategic Partners Select, as part of its standard insurance and
    administrative expense, offers a guaranteed minimum death benefit equal to
    the greater of Contract Value, a step-up value, or a roll-up value. In
    contrast, you incur an additional charge if you opt for an enhanced death
    benefit under the other annuities.

..   Strategic Partners Annuity One/Plus Enhanced comes in both a bonus version
    and a non-bonus version, each of which offers several optional insurance
    features. A bonus is added to your purchase payments under the bonus
    version, although the withdrawal charges under the bonus version are higher
    than those under the non-bonus version. Although the non-bonus version
    offers no bonus, it is accompanied by fixed interest rate options that are
    not available in the bonus version.

                                      C-1



 STRATEGIC PARTNERS ANNUITY PRODUCT COMPARISON. Below is a summary of the
 available Strategic Partners variable annuity products. You should consider
 the investment objectives, risks, charges and expenses of an investment in any
 contract carefully before investing. Each product prospectus as well as the
 underlying portfolio prospectuses contains this and other information about
 the variable annuities and underlying investment options. Your registered
 representative can provide you with prospectuses for one or more of these
 variable annuities and the underlying portfolios and can help you decide upon
 the product that would be most advantageous for you given your individual
 needs. Please read the prospectuses carefully before investing.




- ---------------------------------------------------------------------------------------------------------------------
                                                                              Strategic Partners  Strategic Partners
                                                          Strategic Partners   Annuity One/Plus    Annuity One/Plus
                    Strategic Partners Strategic Partners  Annuity One/Plus        Enhanced            Enhanced
                         Advisor             Select             Bonus             Non Bonus             Bonus
                                                                                   
- ---------------------------------------------------------------------------------------------------------------------
Minimum             $10,000            $10,000            $10,000             $10,000             $10,000
 Investment
- ---------------------------------------------------------------------------------------------------------------------
Maximum Issue       85 Qualified &     80 Qualified &     80 Qualified &      85 Qualified &      85 Qualified &
 Age                Non- Qualified     85 Non-Qualified   Non- Qualified      Non- Qualified      Non- Qualified
- ---------------------------------------------------------------------------------------------------------------------
Withdrawal Charge   None               7 Years (7%,       9 Years (7%,        7 Years (7%,        7 Years (8%,
 Schedule                              6%,5%, 4%, 3%,     7%,7%, 6%, 5%,      6%,5%, 4%, 3%,      8%,8%, 8%, 7%,
                                       2%, 1%) Contract   4%, 3%,2%, 1%)      2%, 1%) Payment     6%, 5%) Payment
                                       date based         Payment date        date based          date based
                                                          based
- ---------------------------------------------------------------------------------------------------------------------
Annual Charge-      Full liquidity     10% of gross       10% of gross        10% of gross        10% of gross
 Free                                  purchase           purchase            purchase            purchase
 Withdrawal/ 1/                        payments per       payments made       payments made       payments made
                                       contract year,     as of last contract as of last contract as of last contract
                                       cumulative up to   anniversary per     anniversary per     anniversary per
                                       7 years or 70% of  contract year       contract year       contract year
                                       gross purchase
                                       payments
- ---------------------------------------------------------------------------------------------------------------------
Insurance and       1.40%              1.52%              1.40%               1.40%               1.50%
 Administration
 Charge
- ---------------------------------------------------------------------------------------------------------------------
Contract            The lesser of $30  $30. Waived if     The lesser of $30   The lesser of $35   The lesser of $35
 Maintenance Fee    or 2% of your      Contract Value is  or 2% of your       or 2% of your       or 2% of your
 (assessed          Contract           $50,000 or more    Contract Value.     Contract Value.     Contract Value.
 annually)          Value. Waived if                      Waived if           Waived if           Waived if
                    contract value is                     contract value is   contract value is   contract value is
                    $50,000 or more                       $50,000 or more     $75,000 or more     $75,000 or more
- ---------------------------------------------------------------------------------------------------------------------
Contract Credit     No                 No                 Yes 4% vested       No                  Yes 3%-all
                                                          over 7 years                            amounts ages 81-
                                                                                                  85 4%-under
                                                                                                  $250,000 5%-
                                                                                                  $250,000+
- ---------------------------------------------------------------------------------------------------------------------
Fixed Rate Account  No                 Yes 1-Year         No                  Yes 1-Year          No
- ---------------------------------------------------------------------------------------------------------------------
Market Value        No                 Yes 7-Year         No                  No                  No
 Adjustment
 Account (MVA)
- ---------------------------------------------------------------------------------------------------------------------
Enhanced Dollar     No                 No                 No                  Yes                 No
 Cost Averaging
 (DCA)
- ---------------------------------------------------------------------------------------------------------------------
Variable Investment as indicated in    as indicated in    as indicated in     as indicated in     as indicated in
 Options            prospectus         prospectus         prospectus          prospectus          prospectus
 Available



 1  Withdrawals of taxable amounts will be subject to income tax, and prior to
    age 59 1/2, may be subject to a 10% federal income tax penalty.

                                      C-2






- -----------------------------------------------------------------------------------------------------------------------
                                                                                  Strategic Partners Strategic Partners
                                                               Strategic Partners  Annuity One/Plus   Annuity One/Plus
                        Strategic Partners  Strategic Partners  Annuity One/Plus       Enhanced           Enhanced
                             Advisor              Select             Bonus            Non Bonus            Bonus
                                                                                      
- -----------------------------------------------------------------------------------------------------------------------
Evergreen Funds         N/A                  N/A               6 - available in   6 - available in   6 - available in
                                                               Strategic Partners Strategic Partners Strategic Partners
                                                               Plus only          Plus Enhanced      Plus Enhanced
                                                                                  only               only
- -----------------------------------------------------------------------------------------------------------------------
Base Death Benefit:     The greater of:      Step/Roll         The greater of:    The greater of:    The greater of:
                        purchase payment(s)  Withdrawals will  purchase           purchase           purchase
                        minus                proportionately   payment(s) minus   payment(s) minus   payment(s) minus
                        proportionate        affect the Death  proportionate      proportionate      proportionate
                        withdrawal(s) or     Benefit           withdrawal(s) or   withdrawal(s) or   withdrawal(s) or
                        Contract Value                         Contract Value     Contract Value     Contract Value
- -----------------------------------------------------------------------------------------------------------------------
Optional Death          Step/Roll            N/A               Step-Up Roll-Up    Step-Up Roll-Up    Step-Up Roll-Up
 Benefit (for an                                               Combo: Step/Roll   Combo: Step/Roll   Combo: Step/Roll
 additional cost)/ 2,3/
- -----------------------------------------------------------------------------------------------------------------------
Living Benefits         Lifetime Five        N/A               Lifetime Five      Lifetime Five      Lifetime Five
 (for an additional                                            Guaranteed         Guaranteed         Guaranteed
 cost)/ 3,4/                                                   Minimum Income     Minimum Income     Minimum Income
                                                               Benefit (GMIB)     Benefit (GMIB)     Benefit (GMIB)



 2  For more information on these benefits, refer to Section 4, "What Is The
    Death Benefit?" in the Prospectus.
 3  Not all Optional Benefits may be available in all states.

 4  For more information on these benefits, refer to Section 3, "What Kind Of
    Payments Will I Receive During The Income Phase?"; and Section 5, "What Is
    the Lifetime Five(SM) Income Benefit?" in the Prospectus.


 HYPOTHETICAL ILLUSTRATION

 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the contract years specified. The values shown below are based
 on the following assumptions:

..   An initial investment of $100,000 is made into each contract earning a
    gross rate of return of 0% and 6% respectively.

..   No subsequent deposits or withdrawals are made to/from the contract.


..   The hypothetical gross rates of return are reduced by the arithmetic
    average of the fees and expenses of the underlying portfolios (as of
    December 31, 2006) and the charges that are deducted from the contract at
    the Separate Account level as follows:

..   0.97% average of all fund expenses are computed by adding Portfolio
    management fees, 12b-1 fees and other expenses of all of the underlying
    portfolios and then dividing by the number of portfolios. For purposes of
    the illustrations, we do not reflect any expense reimbursements or expense
    waivers that might apply and are described in the prospectus fee table.
    Please note that because the SP Aggressive Growth Asset Allocation
    Portfolio, the SP Balanced Asset Allocation Portfolio, the SP Conservative
    Asset Allocation Portfolio, and the SP Growth Asset Allocation Portfolio
    generally were closed to investors in 2005, the fees for such portfolios
    are not reflected in the above-mentioned average.


..   The Separate Account level charges include the Insurance Charge and
    Administration Charge (as applicable).

 The Contract Value assumes no surrender while the Surrender Value assumes a
 100% surrender two days prior to the contract anniversary, therefore
 reflecting the Withdrawal charge applicable to that contract year. Note that a
 withdrawal on the contract anniversary, or the day before the contract
 anniversary, would be subject to the withdrawal charge applicable to the next
 contract year, which usually is lower. The values that you actually experience
 under a contract will be different from what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each product reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).

                                      C-3



 0% GROSS RETURN






        SP ADVISOR         SP SELECT        SP PLUS BONUS      SP PLUS BONUS    SP PLUS NON BONUS
 -  ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
 -  -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $97,678   $97,678  $97,563   $91,433  $101,485  $95,185  $101,585  $94,258  $97,678   $91,540
 2  $95,404   $95,404  $95,179   $90,068   $99,025  $92,725   $99,220  $92,082  $95,404   $90,279
 3  $93,183   $93,183  $92,853   $88,710   $96,624  $90,324   $96,910  $89,957  $93,183   $89,023
 4  $91,013   $91,013  $90,584   $87,361   $94,282  $89,224   $94,654  $87,881  $91,013   $87,773
 5  $88,894   $88,894  $88,371   $86,019   $91,996  $87,896   $92,450  $86,678  $88,894   $86,527
 6  $86,825   $86,825  $86,211   $84,687   $89,766  $86,575   $90,298  $85,480  $86,825   $85,288
 7  $84,803   $84,803  $84,104   $83,363   $87,589  $85,261   $88,196  $84,286  $84,803   $84,055
 8  $82,829   $82,829  $82,049   $82,049   $85,466  $83,956   $86,142  $86,142  $82,829   $82,829
 9  $80,901   $80,901  $80,044   $80,044   $83,394  $82,660   $84,137  $84,137  $80,901   $80,901
 10 $79,017   $79,017  $78,088   $78,088   $81,372  $81,372   $82,178  $82,178  $79,017   $79,017
 11 $77,178   $77,178  $76,180   $76,180   $79,399  $79,399   $80,265  $80,265  $77,178   $77,178
 12 $75,381   $75,381  $74,319   $74,319   $77,474  $77,474   $78,396  $78,396  $75,381   $75,381
 13 $73,626   $73,626  $72,468   $72,468   $75,596  $75,596   $76,571  $76,571  $73,626   $73,626
 14 $71,912   $71,912  $70,663   $70,663   $73,763  $73,763   $74,788  $74,788  $71,877   $71,877
 15 $70,237   $70,237  $68,902   $68,902   $71,975  $71,975   $73,013  $73,013  $70,170   $70,170
 16 $68,602   $68,602  $67,185   $67,185   $70,230  $70,230   $71,279  $71,279  $68,502   $68,502
 17 $67,005   $67,005  $65,509   $65,509   $68,527  $68,527   $69,585  $69,585  $66,873   $66,873
 18 $65,445   $65,445  $63,874   $63,874   $66,866  $66,866   $67,931  $67,931  $65,282   $65,282
 19 $63,921   $63,921  $62,279   $62,279   $65,245  $65,245   $66,315  $66,315  $63,728   $63,728
 20 $62,433   $62,433  $60,723   $60,723   $63,663  $63,663   $64,737  $64,737  $62,210   $62,210
 21 $60,980   $60,980  $59,205   $59,205   $62,120  $62,120   $63,196  $63,196  $60,727   $60,727
 22 $59,560   $59,560  $57,724   $57,724   $60,614  $60,614   $61,690  $61,690  $59,279   $59,279
 23 $58,173   $58,173  $56,279   $56,279   $59,144  $59,144   $60,220  $60,220  $57,865   $57,865
 24 $56,819   $56,819  $54,870   $54,870   $57,710  $57,710   $58,783  $58,783  $56,484   $56,484
 25 $55,496   $55,496  $53,495   $53,495   $56,311  $56,311   $57,381  $57,381  $55,134   $55,134
- --------------------------------------------------------------------------------------------------



 Assumptions:

 1. $100,000 initial investment.


 2. As of December 31, 2006 the average fund expenses = 0.97%.


 3. No optional death benefit(s) and/or optional living benefit(s) were elected.


 4. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor -2.33%; Strategic Partners Select -2.44%;
    Strategic Partners Annuity One/Plus Bonus -2.42%; Strategic Partners
    Annuity One/Plus Enhanced Bonus -2.33%; Strategic Partners Annuity One/Plus
    Enhanced Non-Bonus 2.33%.


 5. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 6. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      C-4



 6% GROSS RETURN






        SP ADVISOR         SP SELECT        SP PLUS BONUS      SP PLUS BONUS    SP PLUS NON BONUS
 -  ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
 -  -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $103,522 $103,522  $103,400  $96,863  $107,557 $101,257  $107,663  $99,851  $103,522  $96,976
 2  $107,179 $107,179  $106,926 $101,111  $111,247 $104,947  $111,466 $103,350  $107,179 $101,349
 3  $110,965 $110,965  $110,572 $105,544  $115,063 $108,763  $115,403 $106,972  $110,965 $105,917
 4  $114,884 $114,884  $114,342 $110,169  $119,009 $112,470  $119,479 $110,722  $114,884 $110,689
 5  $118,942 $118,942  $118,241 $114,994  $123,092 $117,438  $123,700 $115,741  $118,942 $115,674
 6  $123,143 $123,143  $122,273 $120,027  $127,314 $122,622  $128,069 $120,985  $123,143 $120,880
 7  $127,493 $127,493  $126,442 $125,278  $131,681 $128,031  $132,592 $126,463  $127,493 $126,318
 8  $131,996 $131,996  $130,753 $130,753  $136,198 $133,674  $137,276 $137,276  $131,996 $131,996
 9  $136,658 $136,658  $135,212 $135,212  $140,870 $139,561  $142,125 $142,125  $136,658 $136,658
 10 $141,485 $141,485  $139,822 $139,822  $145,702 $145,702  $147,145 $147,145  $141,485 $141,485
 11 $146,483 $146,483  $144,590 $144,590  $150,699 $150,699  $152,342 $152,342  $146,483 $146,483
 12 $151,657 $151,657  $149,520 $149,520  $155,868 $155,868  $157,723 $157,723  $151,657 $151,657
 13 $157,013 $157,013  $154,618 $154,618  $161,215 $161,215  $163,294 $163,294  $157,013 $157,013
 14 $162,559 $162,559  $159,890 $159,890  $166,745 $166,745  $169,062 $169,062  $162,559 $162,559
 15 $168,301 $168,301  $165,342 $165,342  $172,464 $172,464  $175,033 $175,033  $168,301 $168,301
 16 $174,246 $174,246  $170,980 $170,980  $178,380 $178,380  $181,216 $181,216  $174,246 $174,246
 17 $180,400 $180,400  $176,810 $176,810  $184,499 $184,499  $187,616 $187,616  $180,400 $180,400
 18 $186,772 $186,772  $182,838 $182,838  $190,827 $190,827  $194,243 $194,243  $186,772 $186,772
 19 $193,369 $193,369  $189,073 $189,073  $197,373 $197,373  $201,104 $201,104  $193,369 $193,369
 20 $200,199 $200,199  $195,520 $195,520  $204,143 $204,143  $208,207 $208,207  $200,199 $200,199
 21 $207,271 $207,271  $202,186 $202,186  $211,146 $211,146  $215,562 $215,562  $207,271 $207,271
 22 $214,592 $214,592  $209,080 $209,080  $218,388 $218,388  $223,176 $223,176  $214,592 $214,592
 23 $222,172 $222,172  $216,210 $216,210  $225,879 $225,879  $231,058 $231,058  $222,172 $222,172
 24 $230,019 $230,019  $223,582 $223,582  $233,627 $233,627  $239,220 $239,220  $230,019 $230,019
 25 $238,144 $238,144  $231,205 $231,205  $241,641 $241,641  $247,669 $247,669  $238,144 $238,144
- --------------------------------------------------------------------------------------------------



 Assumptions:

 1. $100,000 initial investment.


 2. As of December 31, 2006 the average fund expenses = 0.97%.


 3. No optional death benefit(s) and/or optional living benefit(s) were elected.


 4. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor 3.53%; Strategic Partners Select 3.41%;
    Strategic Partners Annuity One/Plus Bonus 3.43%; Strategic Partners Annuity
    One/Plus Enhanced Bonus 3.53%; Strategic Partners Annuity One/Plus Enhanced
    Non-Bonus 3.53%.


 5. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 6. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      C-5



            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
            FURTHER DETAILS ABOUT THE PRUCO LIFE ANNUITY DESCRIBED IN
            PROSPECTUS ORD000045 (05/2007).

                      ------------------------
                               (print your name)

                      ------------------------
                                   (address)

                      ------------------------
                             (city/state/zip code)

                               MAILING ADDRESS:

                       PRUDENTIAL ANNUITY SERVICE CENTER
                                 P.O. Box 7960
                            Philadelphia, PA 19176




[LOGO]
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777






 ORD000045

                                   PRSRT STD
                                 U.S. POSTAGE
                                     PAID
                                 LANCASTER, PA
                                PERMIT NO. 1793





                          STRATEGIC PARTNERS/SM/ ANNUITY ONE 3 VARIABLE ANNUITY

                                                        PROSPECTUS: MAY 1, 2007

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

 This Prospectus describes an Individual Variable Annuity Contract offered by
 Pruco Life Insurance Company (Pruco Life) and the Pruco Life Flexible Premium
 Variable Annuity Account. Pruco Life offers several different annuities which
 your representative may be authorized to offer to you. Each Annuity has
 different features and benefits that may be appropriate for you based on your
 financial situation, your age and how you intend to use the Annuity. Please
 note that selling broker-dealer firms through which the contract is sold may
 decline to make available to their customers certain of the optional features
 and investment options offered generally under the contract. Alternatively,
 such firms may restrict the availability of the optional benefits that they do
 make available to their customers (e.g., by imposing a lower maximum issue age
 for certain optional benefits than what is prescribed generally under the
 contract). Please speak to your registered representative for further details.
 The different features and benefits include variations in death benefit
 protection, and the ability to access your annuity's contract value. The fees
 and charges under the annuity contract and the compensation paid to your
 representative may also be different among each annuity. If you are purchasing
 the contract as a replacement for existing variable annuity or variable life
 coverage, you should consider, among other things, any surrender or penalty
 charges you may incur when replacing your existing coverage. Pruco Life is a
 wholly-owned subsidiary of the Prudential Insurance Company of America.


 THE FUNDS

 Strategic Partners Annuity One 3 offers a wide variety of investment choices,
 including variable investment options that invest in underlying mutual funds.
 Currently, portfolios of the following underlying mutual funds are being
 offered: The Prudential Series Fund, Advanced Series Trust (formerly named
 American Skandia Trust), Gartmore Variable Insurance Trust, and Janus Aspen
 Series. (see next page for list of portfolios currently offered). You may
 choose between two basic versions of Strategic Partners Annuity One 3. One
 version, the Contract With Credit, provides for a bonus credit that we add to
 each purchase payment you make. If you choose this version of Strategic
 Partners Annuity One 3, some charges and expenses may be higher than if you
 choose the version without the credit. Those higher charges could exceed the
 amount of the credit under some circumstances, particularly if you withdraw
 purchase payments within a few years of making those purchase payments.


 PLEASE READ THIS PROSPECTUS
 Please read this prospectus before purchasing a Strategic Partners Annuity One
 3 variable annuity contract, and keep it for future reference. The current
 prospectuses for the underlying mutual funds contain important information
 about the mutual funds. When you invest in a variable investment option that
 is funded by a mutual fund, you should read the mutual fund prospectus and
 keep it for future reference. The Risk Factors section relating to the market
 value adjustment option appears in the Summary.

 TO LEARN MORE ABOUT STRATEGIC PARTNERS ANNUITY ONE 3

 To learn more about the Strategic Partners Annuity One 3 variable annuity, you
 can request a copy of the Statement of Additional Information (SAI) dated May
 1, 2007. The SAI has been filed with the Securities and Exchange Commission
 (SEC) and is legally a part of this prospectus. Pruco Life also files other
 reports with the SEC. All of these filings can be reviewed and copied at the
 SEC's offices, and can also be obtained from the SEC's Public Reference
 Section, 100 F Street N.E., Washington, D.C. 20549. (See SEC file numbers
 333-37728 and 333-103474) You may obtain information on the operation of the
 Public Reference Room by calling the SEC at (202) 551-8090. The SEC maintains
 a Web site (http://www.sec.gov) that contains the Strategic Partners Annuity
 One 3 SAI, material incorporated by reference, and other information regarding
 registrants that file electronically with the SEC. The Table of Contents of
 the SAI is set forth in Section 11 of this prospectus.


 For a free copy of the SAI, call us at (888) PRU-2888, or write to us at
 Prudential Annuity Service Center, P.O. Box 7960, Philadelphia, PA 19176.

 The SEC has not determined that this contract is a good investment, nor has
 the SEC determined that this Prospectus is complete or accurate. It is a
 criminal offense to state otherwise. Investment in a Variable Annuity Contract
 is subject to risk, including the possible loss of your money. An investment
 in Strategic Partners Annuity One 3 is not a bank deposit and is not insured
 by the Federal Deposit Insurance Corporation or any other government agency.


                                                                                         
Strategic Partners/SM/ is a service mark of the Prudential Insurance Company of America      ORD01142






 The Prudential Series Fund
   Jennison Portfolio

   Equity Portfolio
   Global Portfolio
   Money Market Portfolio
   Stock Index Portfolio
   Value Portfolio
   SP Aggressive Growth Asset Allocation Portfolio
   SP Balanced Asset Allocation Portfolio
   SP Conservative Asset Allocation Portfolio
   SP Growth Asset Allocation Portfolio

   SP AIM Core Equity Portfolio
   SP Davis Value Portfolio

   SP International Growth Portfolio
   SP International Value Portfolio

   SP Mid Cap Growth Portfolio
   SP PIMCO High Yield Portfolio
   SP PIMCO Total Return Portfolio
   SP Prudential U.S. Emerging Growth Portfolio
   SP Small-Cap Growth Portfolio
   SP Small Cap Value Portfolio
   SP Strategic Partners Focused Growth Portfolio
   SP T. Rowe Price Large-Cap Growth Portfolio


 Advanced Series Trust

   AST Advanced Strategies Portfolio
   AST Aggressive Asset Allocation Portfolio
   AST AllianceBernstein Core Value Portfolio
   AST AllianceBernstein Growth & Income Portfolio
   AST AllianceBernstein Managed Index 500 Portfolio
   AST American Century Income & Growth Portfolio

   AST American Century Strategic Allocation Portfolio

   AST Balanced Asset Allocation Portfolio
   AST Capital Growth Asset Allocation Portfolio
   AST Cohen & Steers Realty Portfolio
   AST Conservative Asset Allocation Portfolio
   AST DeAM Large-Cap Value Portfolio
   AST DeAM Small-Cap Value Portfolio


   AST Federated Aggressive Growth Portfolio
   AST First Trust Balanced Target Portfolio
   AST First Trust Capital Appreciation Target Portfolio


   AST Goldman Sachs Concentrated Growth Portfolio
   AST Goldman Sachs Mid-Cap Growth Portfolio
   AST High Yield Portfolio
   AST JPMorgan International Equity Portfolio
   AST Large-Cap Value Portfolio
   AST Lord Abbett Bond-Debenture Portfolio
   AST Marsico Capital Growth Portfolio
   AST MFS Global Equity Portfolio
   AST MFS Growth Portfolio
   AST Mid-Cap Value Portfolio
   AST Neuberger Berman Mid-Cap Growth Portfolio
   AST Neuberger Berman Mid-Cap Value Portfolio

   AST Neuberger Berman Small-Cap Growth Portfolio
   AST PIMCO Limited Maturity Bond Portfolio

   AST Preservation Asset Allocation Portfolio
   AST Small-Cap Value Portfolio
   AST T. Rowe Price Asset Allocation Portfolio
   AST T. Rowe Price Global Bond Portfolio
   AST T. Rowe Price Natural Resources Portfolio

   AST UBS Dynamic Alpha Portfolio


 Gartmore Variable Insurance Trust
   GVIT Developing Markets Fund

 Janus Aspen Series
   Large Cap Growth Portfolio -- Service Shares



                                   CONTENTS



                                                                                       
PART I: STRATEGIC PARTNERS ANNUITY ONE 3 PROSPECTUS SUMMARY..............................  5
 GLOSSARY................................................................................  6
 SUMMARY................................................................................. 11
 RISK FACTORS............................................................................ 15
 SUMMARY OF CONTRACT EXPENSES............................................................ 16
 EXPENSE EXAMPLES........................................................................ 22

PART II: STRATEGIC PARTNERS ANNUITY ONE 3 PROSPECTUS SECTIONS 1 - 11..................... 23

 SECTION 1: WHAT IS THE STRATEGIC PARTNERS ANNUITY ONE 3 VARIABLE ANNUITY?............... 24
   SHORT TERM CANCELLATION RIGHT OR "FREE LOOK".......................................... 25

 SECTION 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?........................................ 25
   VARIABLE INVESTMENT OPTIONS........................................................... 25
   FIXED INTEREST RATE OPTIONS........................................................... 36
   MARKET VALUE ADJUSTMENT OPTION........................................................ 36
   TRANSFERS AMONG OPTIONS............................................................... 38
   ADDITIONAL TRANSFER RESTRICTIONS...................................................... 38
   DOLLAR COST AVERAGING................................................................. 40
   ASSET ALLOCATION PROGRAM.............................................................. 40
   AUTO-REBALANCING...................................................................... 40
   SCHEDULED TRANSACTIONS................................................................ 40
   VOTING RIGHTS......................................................................... 41
   SUBSTITUTION.......................................................................... 41

 SECTION 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE (ANNUITIZATION)? 41
   PAYMENT PROVISIONS.................................................................... 41
   PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT...................... 41
     OPTION 1: ANNUITY PAYMENTS FOR A FIXED PERIOD....................................... 42
     OPTION 2: LIFE INCOME ANNUITY OPTION................................................ 42
     OPTION 3: INTEREST PAYMENT OPTION................................................... 42
     OTHER ANNUITY OPTIONS............................................................... 42
   TAX CONSIDERATIONS.................................................................... 42
   GUARANTEED MINIMUM INCOME BENEFIT..................................................... 42
     GMIB ROLL-UP........................................................................ 43
     GMIB OPTION 1 - SINGLE LIFE PAYOUT OPTION........................................... 44
     GMIB OPTION 2 - JOINT LIFE PAYOUT OPTION............................................ 44
   HOW WE DETERMINE ANNUITY PAYMENTS..................................................... 45

 SECTION 4: WHAT IS THE DEATH BENEFIT?................................................... 46
   BENEFICIARY........................................................................... 46
   CALCULATION OF THE DEATH BENEFIT...................................................... 46
   GUARANTEED MINIMUM DEATH BENEFIT...................................................... 47
     GMDB ROLL-UP........................................................................ 47
     GMDB STEP-UP........................................................................ 47
   SPECIAL RULES IF JOINT OWNERS......................................................... 48
   HIGHEST DAILY VALUE DEATH BENEFIT..................................................... 48
   CALCULATION OF THE HIGHEST DAILY VALUE DEATH BENEFIT.................................. 49
   PAYOUT OPTIONS........................................................................ 50
   BENEFICIARY CONTINUATION OPTION....................................................... 50
   EARNINGS APPRECIATOR BENEFIT.......................................................... 52
   SPOUSAL CONTINUANCE OPTION............................................................ 53

 SECTION 5: WHAT IS THE LIFETIME FIVE/SM/ INCOME BENEFIT?................................ 55
   LIFETIME FIVE INCOME BENEFIT.......................................................... 55
   SPOUSAL LIFETIME FIVE INCOME BENEFIT.................................................. 60
   HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT............................................ 64



                                      3





                                                                                    
 SECTION 6: WHAT IS THE INCOME APPRECIATOR BENEFIT?...................................  71
   INCOME APPRECIATOR BENEFIT.........................................................  71
   CALCULATION OF THE INCOME APPRECIATOR BENEFIT......................................  71
   INCOME APPRECIATOR BENEFIT OPTIONS DURING THE ACCUMULATION PHASE...................  72

 SECTION 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS ANNUITY ONE 3 CONTRACT?...........  74
   PURCHASE PAYMENTS..................................................................  74
   ALLOCATION OF PURCHASE PAYMENTS....................................................  74
   CREDITS............................................................................  74
   CALCULATING CONTRACT VALUE.........................................................  75

 SECTION 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE 3
   CONTRACT?..........................................................................  75
   INSURANCE AND ADMINISTRATIVE CHARGES...............................................  75
   WITHDRAWAL CHARGE..................................................................  76
   WAIVER OF WITHDRAWAL CHARGE FOR CRITICAL CARE......................................  77
   CONTRACT MAINTENANCE CHARGE........................................................  77
   GUARANTEED MINIMUM INCOME BENEFIT CHARGE...........................................  77
   INCOME APPRECIATOR BENEFIT CHARGE..................................................  78
   EARNINGS APPRECIATOR BENEFIT CHARGE................................................  79
   BENEFICIARY CONTINUATION OPTION CHARGES............................................  79
   TAXES ATTRIBUTABLE TO PREMIUM......................................................  79
   TRANSFER FEE.......................................................................  79
   COMPANY TAXES......................................................................  79
   UNDERLYING MUTUAL FUND FEES........................................................  80

 SECTION 9: HOW CAN I ACCESS MY MONEY?................................................  80
   WITHDRAWALS DURING THE ACCUMULATION PHASE..........................................  80
   AUTOMATED WITHDRAWALS..............................................................  80
   SUSPENSION OF PAYMENTS OR TRANSFERS................................................  81

 SECTION 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
   ANNUITY ONE 3 CONTRACT?............................................................  81
   CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT PLANS)..  81
   CONTRACTS HELD BY TAX-FAVORED PLANS................................................  84

 SECTION 11: OTHER INFORMATION........................................................  87
   PRUCO LIFE INSURANCE COMPANY.......................................................  87
   THE SEPARATE ACCOUNT...............................................................  88
   SALE AND DISTRIBUTION OF THE CONTRACT..............................................  88
   LITIGATION.........................................................................  88
   ASSIGNMENT.........................................................................  89
   FINANCIAL STATEMENTS...............................................................  89
   STATEMENT OF ADDITIONAL INFORMATION................................................  89
   HOUSEHOLDING.......................................................................  89
   MARKET VALUE ADJUSTMENT FORMULA....................................................  90

APPENDIX A - ACCUMULATION UNIT VALUES................................................. A-1

APPENDIX B - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU...................... B-1

APPENDIX C - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE BENEFIT......... C-1



                                      4



  PART I SUMMARY
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS ANNUITY ONE 3 PROSPECTUS

                                      5



          PART I: STRATEGIC PARTNERS ANNUITY ONE 3 PROSPECTUS SUMMARY

 GLOSSARY

 We have tried to make this Prospectus as easy to read and understand as
 possible. By the nature of the contract, however, certain technical words or
 terms are unavoidable. We have identified the following as some of these words
 or terms.

 Accumulation Phase
 The period that begins with the contract date (which we define below) and ends
 when you start receiving income payments, or earlier if the contract is
 terminated through a full withdrawal or payment of a death benefit.

 Adjusted Contract Value
 When you begin receiving income payments, the value of your contract adjusted
 for any market value adjustment minus any charge we impose for premium taxes
 and withdrawal charges.

 Adjusted Purchase Payment
 Your invested purchase payment is adjusted for any subsequent withdrawals. The
 adjusted purchase payment is used only for calculations of the Earnings
 Appreciator Benefit.

 Annual Income Amount

 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as the annuitant lives. For the Highest Daily
 Lifetime Five Benefit only, we refer to an amount that you can withdraw each
 year as long as the annuitant lives as the "Total Annual Income Amount". The
 annual income amount is set initially as a percentage of the Protected
 Withdrawal Value, but will be adjusted to reflect subsequent purchase
 payments, withdrawals, and any step-up. Under the Spousal Lifetime Five Income
 Benefit, the annual income amount is paid until the later death of two natural
 persons who are each other's spouses at the time of election and at the first
 death of one of them.


 Annual Withdrawal Amount

 Under the terms of the Lifetime Five Income Benefit , an amount that you can
 withdraw each year as long as there is Protected Withdrawal remaining. The
 Annual Withdrawal Amount is set initially to equal 7% of the initial Protected
 Withdrawal Value, but will be adjusted to reflect subsequent purchase
 payments, withdrawals, and any step-up.


 Annuitant

 The person whose life determines the amount of income payments that we will
 make. Except as indicated below, if the annuitant dies before the annuity
 date, the co-annuitant (if any) becomes the annuitant if the contract's
 requirements for changing the annuity date are met. If, upon the death of the
 annuitant, there is no surviving eligible co-annuitant, and the owner is not
 the annuitant, then the owner becomes the annuitant.

 Generally, if an annuity is owned by an entity and the entity has named a
 co-annuitant, the co-annuitant will become the annuitant upon the death of the
 annuitant, and no death benefit is payable. Unless we agree otherwise, the
 contract is eligible to have a co-annuitant designation only if the entity
 that owns the contract is (1) a plan described in Internal Revenue Code
 Section 72(s)(5)(A)(i) (or any successor Code section thereto); (2) an entity
 described in Code Section 72(u)(1) (or any successor Code section thereto); or
 (3) a custodial account established pursuant to the provisions in Code
 Section 408(a) (or any successor Code section thereto) ("Custodial Account").

 Where the contract is held by a Custodial Account, the co-annuitant will not
 automatically become the annuitant upon the death of the annuitant. Upon the
 death of the annuitant, the Custodial Account will have the choice, subject to
 our rules, to either elect to receive the death benefit or elect to continue
 the contract. If the contract is continued, then the Contract Value as of the
 date of due proof of death of the annuitant will reflect the amount that would
 have been payable had a death benefit been paid.


 Annuity Date
 The date when income payments are scheduled to begin. You must have our
 permission to change the annuity date. If the co-annuitant becomes the
 annuitant due to the death of the annuitant, and the co-annuitant is older
 than the annuitant, then the annuity date will be based on the age of the
 co-annuitant, provided that the contract's requirements for changing the
 annuity date are met (e.g., the co-annuitant cannot be older than a specified
 age). If the co-annuitant is younger than the annuitant, then the annuity date
 will remain unchanged.

 Beneficiary
 The person(s) or entity you have chosen to receive a death benefit.

                                      6




 Benefit Fixed Rate Account
 An investment option offered as part of this contract that is used only if you
 have elected the optional Highest Daily Lifetime Five Benefit. Amounts
 allocated to the Benefit Fixed Rate Account earn a fixed rate of interest, and
 are held within our general account. You may not allocate purchase payments to
 the Benefit Fixed Rate Account. Rather, Contract Value is transferred to the
 Benefit Fixed Rate Account only under the asset transfer feature of the
 Highest Daily Lifetime Five Benefit.


 Business Day
 A day on which the New York Stock Exchange is open for business. Our business
 day generally ends at 4:00 p.m. Eastern time.

 Co-Annuitant

 The person shown on the contract data pages who becomes the annuitant (if
 eligible) upon the death of the annuitant if the contract's requirements for
 changing the annuity date are met.


 Contract Date
 The date we accept your initial purchase payment and all necessary paperwork
 in good order at the Prudential Annuity Service Center. Contract anniversaries
 are measured from the contract date. A contract year starts on the contract
 date or on a contract anniversary.

 Contract Owner, Owner, or You
 The person entitled to the ownership rights under the contract.

 Contract Value

 This is the total value of your contract, equal to the sum of the values of
 your investment in each investment option you have chosen. Your Contract Value
 will go up or down based on the performance of the investment options you
 choose.


 Contract with Credit

 A version of the annuity contract that provides for a bonus credit with each
 purchase payment that you make and has higher withdrawal charges and insurance
 and administrative costs than the Contract Without Credit.

 Contract without Credit
 A version of the annuity contract that does not provide a credit and has lower
 withdrawal charges and insurance and administrative costs than the Contract
 With Credit.

 Credit
 If you choose the Contract With Credit, this is the bonus amount that we
 allocate to your account each time you make a purchase payment. The amount of
 the credit is a percentage of the purchase payment. Bonus credits generally
 are not recaptured once the free look period expires. Our reference in the
 preceding sentence to "generally are not recaptured" refers to the fact that
 we have the contractual right to deduct, from the death benefit we pay, the
 amount of any credit corresponding to a purchase payment made within one year
 of death.

 Daily Value

 For purposes of the Highest Daily Value Death Benefit, which we describe
 below, the Contract Value as of the end of each business day. The Daily Value
 on the contract date is equal to your purchase payment.


 Death Benefit
 If a death benefit is payable, the beneficiary you designate will receive, at
 a minimum, the total invested purchase payments, reduced proportionally by
 withdrawals, or a potentially greater amount related to market appreciation.
 The Guaranteed Minimum Death Benefit, or Highest Daily Value Death Benefit, is
 available for an additional charge. See Section 4, "What Is The Death Benefit?"

 Death Benefit Target Date
 With respect to the Highest Daily Value Death Benefit, the later of the
 contract anniversary on or after the 80th birthday of the current contract
 owner, the older of either joint owner or (if owned by an entity) the
 annuitant, or five years after the contract date.

 Designated Life
 For purposes of the Spousal Lifetime Five Income Benefit, a Designated Life
 refers to each of two natural persons who are each other's spouses at the time
 of election of the Spousal Lifetime Five Income Benefit and at the first death
 of one of them.

 Dollar Cost Averaging Fixed Rate Option (DCA Fixed Rate Option)
 An investment option that offers a fixed rate of interest for a selected
 period during which periodic transfers are automatically made to selected
 variable investment options or to the one-year fixed interest rate option.

                                      7



 GLOSSARY continued


 Earnings Appreciator Benefit (EAB)
 An optional feature available for an additional charge that may provide a
 supplemental death benefit based on earnings under the contract.

 Excess Income/Excess Withdrawal

 Under the Lifetime Five Income Benefit, Spousal Lifetime Five Income Benefit,
 and Highest Daily Lifetime Five Benefit, Excess Income refers to cumulative
 withdrawals that exceed the Annual Income Amount (the Total Annual Income
 Amount, for Highest Daily Lifetime Five only). Under the Lifetime Five Income
 Benefit, Excess Withdrawal refers to cumulative withdrawals that exceed the
 Annual Withdrawal Amount.


 Fixed Interest Rate Options
 Investment options that offer a fixed rate of interest for either a one-year
 period (fixed rate option) or a selected period during which periodic
 transfers are made to selected variable investment options or to the one-year
 fixed rate option.

 Good Order
 An instruction received at the Prudential Annuity Service Center, utilizing
 such forms, signatures and dating as we require, which is sufficiently clear
 that we do not need to exercise any discretion to follow such instructions.

 Guarantee Period
 A period of time during which your invested purchase payment in the market
 value adjustment option earns interest at the declared rate. We may offer one
 or more guarantee periods.

 Guaranteed Minimum Death Benefit (GMDB)
 An optional feature available for an additional charge that guarantees that
 the death benefit that the beneficiary receives will be no less than a certain
 GMDB protected value. The GMDB is a different death benefit than the Highest
 Daily Value Death Benefit, which we describe below.

 GMDB Protected Value
 The amount guaranteed under the Guaranteed Minimum Death Benefit, which may
 equal the GMDB roll-up value, the GMDB step-up value, or the greater of the
 two. The GMDB protected value will be subject to certain age restrictions and
 time durations, however, it will still increase by subsequent invested
 purchase payments and reduce proportionally by withdrawals.

 GMDB Roll-Up
 We use the GMDB roll-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. The GMDB roll-up is equal to the invested
 purchase payments compounded daily at an effective annual interest rate
 starting on the date that each invested purchase payment is made, subject to a
 cap, and reduced by the effect of withdrawals.

 GMDB Step-Up

 We use the GMDB step-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. Generally speaking, the GMDB step-up
 establishes a "high water mark" of protected value that we would pay upon
 death, even if the Contract Value has declined. For example, if the GMDB
 step-up were set at $100,000 on a contract anniversary, and the Contract Value
 subsequently declined to $80,000 on the date of death, the GMDB step-up value
 would nonetheless remain $100,000 (assuming no additional purchase payments or
 withdrawals).


 Guaranteed Minimum Income Benefit (GMIB)
 An optional feature available for an additional charge that guarantees that
 the income payments you receive during the income phase will be no less than a
 certain GMIB protected value applied to the GMIB guaranteed annuity purchase
 rates.

 GMIB Protected Value
 We use the GMIB protected value to calculate annuity payments should you
 annuitize under the Guaranteed Minimum Income Benefit.

 The value is calculated daily and is equal to the GMIB roll-up, until the GMIB
 roll-up either reaches its cap or if we stop applying the annual interest rate
 based on the age of the annuitant, number of contract anniversaries or number
 of years since last GMIB reset. At such point, the GMIB protected value will
 be increased by any subsequent invested purchase payments, and any withdrawals
 will proportionally reduce the GMIB protected value. The GMIB protected value
 is not available as a cash surrender benefit or a death benefit, nor is it
 used to calculate the cash surrender value or death benefit.

                                      8



 GMIB Reset

 You may elect to "step-up" or "reset" your GMIB protected value if your
 Contract Value is greater than the current GMIB protected value. Upon exercise
 of the reset provision, your GMIB protected value will be reset to equal your
 current Contract Value. You are limited to two resets over the life of your
 contract, provided that certain annuitant age requirements are met.


 GMIB Roll-Up

 We will use the GMIB roll-up value to compute the GMIB protected value of the
 Guaranteed Minimum Income Benefit. The GMIB roll-up is equal to the invested
 purchase payments (after a reset, the Contract Value at the time of the reset)
 compounded daily at an effective annual interest rate starting on the date
 each invested purchase payment is made, subject to a cap, and reduced
 proportionally by withdrawals.

 Highest Daily Lifetime Five Benefit
 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of a principal value called
 the Protected Withdrawal Value. Subject to our rules regarding the timing and
 amount of withdrawals, we guarantee these withdrawal amounts, regardless of
 the impact of market performance on your Contract Value.


 Highest Daily Value Death Benefit

 An optional death benefit available for an additional charge that can provide
 a death benefit that exceeds the Contract Value on the date of death. The
 amount of the death benefit is determined with reference to the Highest Daily
 Value, as defined below.


 Income Appreciator Benefit (IAB)
 An optional feature that may be available for an additional charge that
 provides a supplemental living benefit based on earnings under the contract.

 IAB Automatic Withdrawal Payment Program

 A series of payments consisting of a portion of your Contract Value and Income
 Appreciator Benefit paid to you in equal installments over a 10 year period,
 which you may choose, if you elect to receive the Income Appreciator Benefit
 during the accumulation phase.


 IAB Credit

 An amount we add to your Contract Value that is credited in equal installments
 over a 10 year period, which you may choose, if you elect to receive the
 Income Appreciator Benefit during the accumulation phase.


 Income Options
 Options under the contract that define the frequency and duration of income
 payments. In your contract, we also refer to these as payout or annuity
 options.

 Income Phase
 The period during which you receive income payments under the contract.

 Invested Purchase Payments
 Your purchase payments (which we define below) less any deduction we make for
 any tax charge.

 Joint Owner
 The person named as the joint owner, who shares ownership rights with the
 owner as defined in the contract. A joint owner must be a natural person.

 Lifetime Five Income Benefit

 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. There are two options - one is designed to
 provide an annual withdrawal amount for life and the other is designed to
 provide a greater annual withdrawal amount (than the first option) as long as
 there is Protected Withdrawal Value. We also offer a variant of the Lifetime
 Five Income Benefit to certain spousal owners - see "Spousal Lifetime Five
 Income Benefit."


 Market Value Adjustment

 An adjustment to your Contract Value or withdrawal proceeds that is based on
 the relationship between interest you are currently earning within the market
 value adjustment option and prevailing interest rates. This adjustment may be
 positive or negative.


                                      9



 GLOSSARY continued


 Market Value Adjustment Option
 This investment option may offer various guarantee periods and pays a fixed
 rate of interest with respect to each guarantee period. We impose a market
 value adjustment on withdrawals or transfers that you make from this option
 prior to the end of its guarantee period.

 Net Purchase Payments
 Your total purchase payments less any withdrawals you have made.

 Proportional Withdrawals

 A method that involves calculating the percentage of your Contract Value that
 each prior withdrawal represented when withdrawn. In general, proportional
 withdrawals result in a reduction to the applicable benefit value by reducing
 such value in the same proportion as the Contract Value was reduced by the
 withdrawal as of the date the withdrawal occurred.


 Protected Withdrawal Value

 Under the Lifetime Five Income Benefit and Spousal Lifetime Five Income
 Benefit, an amount that we guarantee regardless of the investment performance
 of your Contract Value. For the Highest Daily Lifetime Five Benefit only, we
 refer to an amount that we guarantee regardless of the investment performance
 of your Contract Value as the "Total Protected Withdrawal Value".

 Prudential Annuity Service Center

 For general correspondence: P.O. Box 7960, Philadelphia, PA 19176. For express
 overnight mail: 2101 Welsh Road, Dresher, PA 19025. The telephone number is
 (888) PRU-2888. Prudential's Web site is www.prudential.com.

 Purchase Payments
 The amount of money you pay us to purchase the contract. Generally, you can
 make additional purchase payments at any time during the accumulation phase.

 Separate Account
 Purchase payments allocated to the variable investment options are held by us
 in a separate account called the Pruco Life Flexible Premium Variable Annuity
 Account. The separate account is set apart from all of the general assets of
 Pruco Life.

 Spousal Lifetime Five Income Benefit

 An optional feature available for an additional charge that guarantees the
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on the Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. Under the Spousal Lifetime Five Income
 Benefit, an annual income amount is paid until the later death of two natural
 persons who are each other's spouses at the time of election and at the first
 death of one of them.


 Statement Of Additional Information
 A document containing certain additional information about the Strategic
 Partners Annuity One 3 variable annuity. We have filed the Statement of
 Additional Information with the Securities and Exchange Commission and it is
 legally a part of this prospectus. To learn how to obtain a copy of the
 Statement of Additional Information, see the front cover of this prospectus.

 Tax Deferral
 This is a way to increase your assets without currently being taxed.
 Generally, you do not pay taxes on your contract earnings until you take money
 out of your contract. You should be aware that tax favored plans (such as
 IRAs) already provide tax deferral regardless of whether they invest in
 annuity contracts. See Section 10, "What Are The Tax Considerations Associated
 With The Strategic Partners Annuity One 3 Contract?"

 Variable Investment Option
 When you choose a variable investment option, we purchase shares of the
 underlying mutual fund that are held as an investment for that option. We hold
 these shares in the separate account. The division of the separate account of
 Pruco Life that invests in a particular mutual fund is referred to in your
 contract as a subaccount.

                                      10



 SUMMARY FOR SECTIONS 1-11

 For a more complete discussion of the following topics, see the corresponding
 section in Part II of the prospectus.

 SECTION 1
 What Is The Strategic Partners Annuity One 3 Variable Annuity?
 The Strategic Partners Annuity One 3 variable annuity is a contract between
 you, the owner, and us, the insurance company, Pruco Life Insurance Company
 (Pruco Life, we or us). The contract allows you to invest on a tax-deferred
 basis in variable investment options, fixed interest rate options, and the
 market value adjustment option. The contract is intended for retirement
 savings or other long-term investment purposes and provides for a death
 benefit.
 There are two basic versions of the Strategic Partners Annuity One 3 variable
 annuity.

 Contract With Credit.

..   provides for a bonus credit that we add to each purchase payment that you
    make,
..   has higher withdrawal charges and insurance and administrative costs than
    the Contract Without Credit,
..   may provide lower interest rates for fixed interest rate options and the
    market value adjustment option than the Contract Without Credit, and
..   may provide fewer available market value adjustment guarantee periods than
    the Contract Without Credit.

 Contract Without Credit.

..   does not provide a credit,
..   has lower withdrawal charges and insurance and administrative costs than
    the Contract With Credit,
..   may provide higher interest rates for fixed interest rate options and the
    market value adjustment option than the Contract With Credit, and
..   may provide more available market value adjustment guarantee periods than
    the Contract With Credit.

 The variable investment options available under the contract offer the
 opportunity for a favorable return. However, this is NOT guaranteed. It is
 possible, due to market changes, that your investments may decrease in value,
 including an investment in the Prudential Money Market Portfolio variable
 investment option.

 The fixed interest rate options offer a guaranteed interest rate. While your
 money is allocated to one of these options, your principal amount will not
 decrease and we guarantee that your money will earn at least a minimum
 interest rate annually.

 Under the market value adjustment option, while your money remains in the
 contract for the full guarantee period, your principal amount is guaranteed
 and the interest amount that your money will earn is guaranteed by us to be at
 least the minimum interest rate dictated by applicable state law.

 You may make up to 12 free transfers each contract year among the investment
 options. Certain restrictions apply to transfers involving the fixed interest
 rate options.

 The contract, like all deferred annuity contracts, has two phases: the
 accumulation phase and the income phase.

..   During the accumulation phase, any earnings grow on a tax-deferred basis
    and are generally only taxed as income when you make a withdrawal.
..   The income phase starts when you begin receiving regular payments from your
    contract.

 The amount of money you are able to accumulate in your contract during the
 accumulation phase will help determine the amount you will receive during the
 income phase. Other factors will affect the amount of your payments, such as
 age, gender, and the payout option you select.

 The contract offers a choice of income and death benefit options, which may
 also be available to you.

 There are certain state variations to this contract that are referred to in
 this prospectus. Please see your contract for further information on these and
 other variations.

 We may amend the contract as permitted by law. For example, we may add new
 features to the contract. Subject to applicable law, we determine whether or
 not to make such contract amendments available to contracts that already have
 been issued.

                                      11



 SUMMARY FOR SECTIONS 1-11 continued


 If you change your mind about owning Strategic Partners Annuity One 3, you may
 cancel your contract within 10 days after receiving it (or whatever period is
 required under applicable law). This time period is referred to as the "Free
 Look" period.

 SECTION 2
 What Investment Options Can I Choose?
 You can invest your money in several variable investment options. The variable
 investment options are classified according to their investment style, and a
 brief description of each portfolio's investment objective and key policies is
 set forth in Section 2, to assist you in determining which portfolios may be
 of interest to you.

 Depending upon market conditions, you may earn or lose money in any of these
 options. The value of your contract will fluctuate depending upon the
 performance of the underlying mutual fund portfolios used by the variable
 investment options that you choose. Past performance is not a guarantee of
 future results.

 You may also invest your money in fixed interest rate options or in a market
 value adjustment option.

 SECTION 3
 What Kind Of Payments Will I Receive During The Income Phase? (Annuitization)
 If you want to receive regular income from your annuity, you can choose one of
 several options, including guaranteed payments for the annuitant's lifetime.
 Generally, once you begin receiving regular payments, you cannot change your
 payment plan.

 For an additional fee, you may also choose, if it is available under your
 contract, the Guaranteed Minimum Income Benefit (GMIB). The Guaranteed Minimum
 Income Benefit provides that once the income period begins, your income
 payments will be no less than a value that is based on a certain "GMIB
 protected value" applied to the GMIB guaranteed annuity purchase rates. See
 Section 3, "What Kind Of Payments Will I Receive During The Income Phase?"


 The Lifetime Five Income Benefit, Spousal Lifetime Five Income Benefit and
 Highest Daily Lifetime Five Benefit (discussed in Section 5) and the Income
 Appreciator Benefit (discussed in Section 6) each may provide an additional
 amount upon which your annuity payments are based.


 SECTION 4
 What Is The Death Benefit?

 In general, if the sole owner or first-to-die of the owner or joint owner dies
 before the income phase of the contract begins, the person(s) or entity that
 you have chosen as your beneficiary will receive, at a minimum, the greater of
 (i) the Contract Value, (ii) either the base death benefit or, for a higher
 insurance and administrative cost, a potentially larger Guaranteed Minimum
 Death Benefit (GMDB), or Highest Daily Value Death Benefit.


 The base death benefit equals the total invested purchase payments reduced
 proportionally by withdrawals. The Guaranteed Minimum Death Benefit is equal
 to a "GMDB protected value" that depends upon which of the following
 Guaranteed Minimum Death Benefit options you choose:

..   the highest value of the contract on any contract anniversary, which we
    call the "GMDB step-up value";
..   the total amount you invest increased by a guaranteed rate of return, which
    we call the "GMDB roll-up value"; or
..   the greater of the GMDB step-up value and GMDB roll-up value.

 The Highest Daily Value Death Benefit provides a death benefit equal to the
 greater of the base death benefit or the highest daily value less proportional
 withdrawals.


 On the date we receive proof of death in good order, in lieu of paying a death
 benefit, we will allow the surviving spouse to continue the contract by
 exercising the Spousal Continuance Option, if the conditions that we describe,
 in Section 4, are met.


 For an additional fee, you may also choose, if it is available in your
 contract, the Earnings Appreciator supplemental death benefit, which provides
 a benefit payment upon the death of the sole owner, or first to die of the
 owner or joint owner, during the accumulation phase.

 SECTION 5
 What Is The Lifetime Five/SM/ Income Benefit?
 The Lifetime Five Income Benefit is an optional feature that guarantees your
 ability to withdraw an amount equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your

                                      12




 Contract Value, subject to our rules regarding the timing and amounts of
 withdrawals. There are two options--one is designed to provide an annual
 withdrawal amount for life (the "Life Income Benefit"), and the other is
 designed to provide a greater annual withdrawal amount (than the first
 option), as long as there is Protected Withdrawal Value (adjusted, as
 described in Section 5) (the "Withdrawal Benefit"). The annuitant must be at
 least 45 years old when the Lifetime Five Income Benefit is elected.

 The charge for the Lifetime Five Income Benefit is a daily fee equal on an
 annual basis to 0.60% of the Contract Value allocated to the variable
 investment options. This charge is in addition to the charge for the
 applicable death benefit.

 In addition to the Lifetime Five Income Benefit, we offer a benefit called the
 Spousal Lifetime Five Income Benefit. The Spousal Lifetime Five Income benefit
 is similar to the Lifetime Five Income Benefit, except that it is offered only
 to those who are each other's spouses at the time the benefit is elected, and
 the benefit offers only a Life Income Benefit (not the Withdrawal Benefit).
 The charge for the Spousal Lifetime Five Income Benefit is a daily fee equal
 on an annual basis to 0.75% of the Contract Value allocated to the variable
 investment options. The charge is in addition to the charge for the applicable
 death benefit.

 Finally, we offer a benefit called the Highest Daily Lifetime Five Benefit.
 Highest Daily Lifetime Five is similar to our Lifetime Five and Spousal
 Lifetime Five benefits, in that under each such benefit, there is a "protected
 withdrawal value" that serves as the basis for withdrawals you can make (which
 we may refer to as "Total Protected Withdrawal Value", for Highest Daily
 Lifetime Five only). As we discuss in more detail later, we guarantee this
 protected withdrawal value, even if your Contract Value declines. Highest
 Daily Lifetime Five uses an Asset Transfer Formula (described more fully in
 Appendix C). Thus, as a participant in one of these benefits, you are assured
 of a certain amount that you can withdraw, even if there is a significant
 decline in the securities markets. Highest Daily Lifetime Five Benefit differs
 from Lifetime Five and Spousal Lifetime Five in that (a) the Protected
 Withdrawal Value is determined based on the highest daily Contract Value and
 (b) we require you to participate in an asset transfer program, under which
 your Contract Value may be transferred periodically between the variable
 investment options and the Benefit Fixed Rate Account (which is part of our
 general account). We operate the asset transfer program under a formula, which
 is described in the portion of Section 5 concerning the Highest Daily Lifetime
 Five Benefit. As discussed in Section 5, when you elect Highest Daily Lifetime
 Five, the asset transfer formula is made a part of your annuity contract, and
 thus may not be altered thereafter. However, we do reserve the right to amend
 the formula for new-issued annuity contracts that elect Highest Daily Lifetime
 Five and for existing contracts that elect the benefit in the future. As we
 discuss in more detail later in this prospectus, this required asset transfer
 program helps us manage our financial exposure under Highest Daily Lifetime
 Five, by moving assets out of the variable investment options in the event of
 securities market declines. In essence, we seek to preserve the value of these
 assets, by transferring them to a more stable account. Of course, the formula
 also contemplates the transfer of assets from the Benefit Fixed Rate Account
 to the variable investment options in certain other scenarios.


 SECTION 6
 What Is The Income Appreciator Benefit?
 The Income Appreciator Benefit is an optional benefit, available for an
 additional charge, that provides an additional income amount during the
 accumulation period or upon annuitization. The Income Appreciator Benefit is
 designed to provide you with additional funds that can be used to help defray
 the impact taxes may have on distributions from your contract. You can
 activate this benefit in one of three ways, as described in Section 6. Note,
 however, that the annuitization options within this benefit are limited.

 SECTION 7
 How Can I Purchase A Strategic Partners Annuity One 3 Contract?
 You can purchase this contract, unless we agree otherwise and subject to our
 rules, with a minimum initial purchase payment of $10,000. You must get our
 prior approval for any initial and additional purchase payment of $1,000,000
 or more, unless we are prohibited under applicable state law from insisting on
 such prior approval. Generally, you can make additional purchase payments of
 $500 ($100 if made through electronic funds transfer) or more at any time
 during the accumulation phase of the contract. Your representative can help
 you fill out the proper forms. The Contract With Credit provides for the
 allocation of a credit with each purchase payment.

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger on the contract date. In
 addition, certain age limits apply to certain features and benefits described
 herein.

 SECTION 8
 What Are The Expenses Associated With The Strategic Partners Annuity One 3
 Contract?
The contract has insurance features and investment features, both of which have
related costs and charges.


..   Each year (or upon full surrender) we deduct a contract maintenance charge
    if your Contract Value is less than $75,000. This charge is currently equal
    to the lesser of $35 or 2% of your Contract Value. We do not impose the
    contract maintenance charge if your Contract Value is $75,000 or more. We
    may impose lesser charges in certain states.


                                      13



 SUMMARY FOR SECTIONS 1-11 continued

..   For insurance and administrative costs, we also deduct a daily charge based
    on the average daily value of all assets allocated to the variable
    investment options, depending on the death benefit (or other) option that
    you choose. The daily cost is equivalent to an annual charge as follows:

    -- 1.40% if you choose the base death benefit,
    -- 1.65% if you choose the roll-up or step-up Guaranteed Minimum Death
       Benefit option (i.e., 0.25% in addition to the base death benefit
       charge),
    -- 1.75% if you choose the greater of the roll-up and step-up Guaranteed
       Minimum Death Benefit option (i.e., 0.35% in addition to the base death
       benefit charge),
    -- 1.90% if you choose the Highest Daily Value Death Benefit (i.e., 0.50%
       in addition to the base death benefit charge),

    -- 0.60% if you choose the Lifetime Five Income Benefit (1.50% maximum
       charge). This charge is in addition to the charge for the applicable
       death benefit, or
    -- 0.75% if you choose the Spousal Lifetime Five Income Benefit (1.50%
       maximum charge). This charge is in addition to the charge for the
       applicable death benefit.
    -- 0.60% if you choose the Highest Daily Lifetime Five Benefit (1.50%
       maximum charge). This charge is in addition to the charge for the
       applicable death benefit.


..   We impose an additional insurance and administrative charge of 0.10%
    annually for the Contract With Credit.

..   We will deduct an additional charge if you choose the Guaranteed Minimum
    Income Benefit. We deduct this annual charge from your Contract Value on
    the contract anniversary and upon certain other events. The charge for this
    benefit is equal to 0.50% for contracts sold on or after January 20, 2004,
    or upon subsequent state approval (0.45% for all other contracts), of the
    average GMIB protected value (1.00 % maximum charge). (In some states this
    fee may be lower.)
..   We will deduct an additional charge if you choose the Income Appreciator
    Benefit. We deduct this charge from your Contract Value on the contract
    anniversary and upon certain other events. The charge for this benefit is
    based on an annual rate of 0.25% of your Contract Value.
..   We will deduct an additional charge if you choose the Earnings Appreciator
    supplemental death benefit. We deduct this charge from your Contract Value
    on the contract anniversary and upon certain other events. The charge for
    this benefit is based on an annual rate of 0.30% of your Contract Value.
..   There are a few states/jurisdictions that assess a premium tax on us when
    you begin receiving regular income payments from your annuity. In those
    states, we deduct a charge designed to approximate this tax, which can
    range from 0-3.5% of your Contract Value.
..   There are also expenses associated with the mutual funds. For 2006, the
    fees of these funds ranged from 0.37% to 1.19% annually. For certain funds,
    expenses are reduced pursuant to expense waivers and comparable
    arrangements. In general, these expense waivers and comparable arrangements
    are not guaranteed, and may be terminated at any time.

..   If you withdraw money (or you begin the income phase) less than seven
    contract anniversaries after making a purchase payment, then you may have
    to pay a withdrawal charge on all or part of the withdrawal. This charge
    ranges from 1-7% for the Contract Without Credit and 5-8% for the Contract
    With Credit. (In certain states reduced withdrawal charges may apply for
    certain ages. Your contract contains the applicable charges.)

 For more information, including details about other possible charges under the
 contract, see "Summary Of Contract Expenses" and Section 8, "What Are The
 Expenses Associated With The Strategic Partners Annuity One 3 Contract?"

 SECTION 9
 How Can I Access My Money?
 You may withdraw money at any time during the accumulation phase. You may,
 however, be subject to income tax and, if you make a withdrawal prior to age
 59 1/2, an additional tax penalty as well. For the Contract Without Credit, if
 you withdraw money less than seven contract anniversaries after making a
 purchase payment, we may impose a withdrawal charge ranging from 1-7%. For the
 Contract With Credit, we may impose a withdrawal charge ranging from 5-8%. (In
 certain states reduced withdrawal charges may apply for certain ages. Your
 contract contains the applicable charges.)

 Under the Market Value Adjustment Option, you will be subject to a market
 value adjustment if you make a withdrawal or transfer from the option prior to
 the end of a guarantee period.


 We offer optional living benefits--the Lifetime Five Income Benefit, Spousal
 Lifetime Five Income Benefit, and Highest Daily Lifetime Five Benefit, under
 which we guarantee that certain amounts will be available to you for
 withdrawal, regardless of market-related declines in your Contract Value. You
 need not participate in any of these benefits in order to withdraw some or all
 of your money. You also may access your Income Appreciator Benefit through
 withdrawals.


                                      14



 SECTION 10
 What Are The Tax Considerations Associated With The Strategic Partners Annuity
 One 3 Contract?
 Your earnings are generally not taxed until withdrawn. If you withdraw money
 during the accumulation phase, the tax laws treat the withdrawal as a
 withdrawal of earnings, which are taxed as ordinary income. If you are younger
 than age 59 1/2 when you take money out, you may be charged a 10% federal tax
 penalty on the earnings in addition to ordinary taxation. A portion of the
 payments you receive during the income phase is considered a partial return of
 your original investment and therefore will not be taxable as income.
 Generally, all amounts withdrawn from an Individual Retirement Annuity (IRA)
 contract (excluding Roth IRAs) are taxable and subject to the 10% penalty if
 withdrawn prior to age 59 1/2.

 SECTION 11
 Other Information
 This contract is issued by Pruco Life Insurance Company (Pruco Life), a
 subsidiary of The Prudential Insurance Company of America, and sold by
 registered representatives of affiliated and unaffiliated broker/dealers.

 RISK FACTORS
 There are various risks associated with an investment in the Market Value
 Adjustment Option that we summarize below.

 Issuer Risk. The Market Value Adjustment Option, fixed interest rate options,
 and the contract's other insurance features are available under a contract
 issued by Pruco Life, and thus backed by the financial strength of that
 company. If Pruco Life were to experience significant financial adversity, it
 is possible that Pruco Life's ability to pay interest and principal under the
 Market Value Adjustment Option and fixed interest rate options and to fulfill
 its insurance guarantees could be impaired.

 Risks Related To Changing Interest Rates. You do not participate directly in
 the investment experience of the bonds and other instruments that Pruco Life
 holds to support the Market Value Adjustment Option. Nonetheless, the market
 value adjustment formula reflects the effect that prevailing interest rates
 have on those bonds and other instruments. If you need to withdraw your money
 prior to the end of a guarantee period and during a period in which prevailing
 interest rates have risen above their level when you made your purchase, you
 will experience a "negative" market value adjustment. When we impose this
 market value adjustment, it could result in the loss of both the interest you
 have earned and a portion of your purchase payments. Thus, before you commit
 to a particular guarantee period, you should consider carefully whether you
 have the ability to remain invested throughout the guarantee period. In
 addition, we cannot, of course, assure you that the market value adjustment
 option will perform better than another investment that you might have made.

 Risks Related To The Withdrawal Charge. We may impose withdrawal charges on
 amounts withdrawn from the market value adjustment option. If you anticipate
 needing to withdraw your money prior to the end of a guarantee period, you
 should be prepared to pay the withdrawal charge that we will impose.

                                      15



 SUMMARY OF CONTRACT EXPENSES

 The purpose of this summary is to help you to understand the costs you will
 pay for strategic partners annuity one 3. The following tables describe the
 fees and expenses that you will pay when buying, owning, and surrendering the
 contract. the first table describes the fees and expenses that you will pay at
 the time that you buy the contract, surrender the contract, or transfer cash
 value between investment options.

 For more detailed information, including additional information about current
 and maximum charges, see Section 8, "What Are The Expenses Associated With The
 Strategic Partners Annuity One 3 Contract?" The individual fund prospectuses
 contain detailed expense information about the underlying mutual funds.

 -----------------------------------------------------------------------------
                      CONTRACT OWNER TRANSACTION EXPENSES
 -----------------------------------------------------------------------------
       Withdrawal Charge/1/
 -----------------------------------------------------------------------------
 Number of Contract Anniversaries
      Since Purchase Payment      Contract With Credit Contract Without Credit
 -----------------------------------------------------------------------------
                0                          8%                    7%
 -----------------------------------------------------------------------------
                1                          8%                    6%
 -----------------------------------------------------------------------------
                2                          8%                    5%
 -----------------------------------------------------------------------------
                3                          8%                    4%
 -----------------------------------------------------------------------------
                4                          7%                    3%
 -----------------------------------------------------------------------------
                5                          6%                    2%
 -----------------------------------------------------------------------------
                6                          5%                    1%
 -----------------------------------------------------------------------------
                7                          0%                    0%
 -----------------------------------------------------------------------------




 -------------------------------------------------------------------------------
         Maximum Transfer Fee
 -------------------------------------------------------------------------------
                                      
 Each transfer after 12/2/                              $30.00
 -------------------------------------------------------------------------------
 Each transfer after 20 (Beneficiary                    $10.00
 Continuation Option only)
 -------------------------------------------------------------------------------
     Charge for premium Tax Imposed on us by certain States/Jurisdictions
 -------------------------------------------------------------------------------
                         Up to 3.5% of Contract Value
 -------------------------------------------------------------------------------




 1  Each contract year, you may withdraw a specified amount of your Contract
    Value without incurring a withdrawal charge. We will waive the withdrawal
    charge if we pay a death benefit or under certain other circumstances. See
    "Withdrawal Charge" in Section 8. In certain states reduced withdrawal
    charges may apply under the Contract with Credit. Your contract contains
    the applicable charges.
 2  Currently, we charge $25 for each transfer after the twelfth in a contract
    year. As shown in the table, we can increase that charge up to a maximum of
    $30, but have no current intention to do so. We will not charge you for
    transfers made in connection with Dollar Cost Averaging and
    Auto-Rebalancing or transfers from the market value adjustment option at
    the end of a guarantee period, and do not count them toward the limit of 12
    free transfers per year. There is a unique transfer fee under the
    Beneficiary Continuation Option.


                                      16



 The next table describes the fees and expenses you will pay periodically
 during the time that you own the contract, not including underlying mutual
 fund fees and expenses.




 -----------------------------------------------------------------------------
                          PERIODIC ACCOUNT EXPENSES
 -----------------------------------------------------------------------------
                                     
 Maximum Contract Maintenance Charge                   $60.00
 and Contract Charge Upon Full
 Withdrawal/3/
 -----------------------------------------------------------------------------
 Maximum Annual Contract Fee if         lesser of $30 or 2% of Contract Value
 Contract Value is less than $25,000
 (Beneficiary Continuation option only)
 -----------------------------------------------------------------------------
      Insurance and Administrative Expenses with the Indicated Benefits
 -----------------------------------------------------------------------------
 As a Percentage of Contract Value in
 Variable
 Investment Options:
 -----------------------------------------------------------------------------








- --------------------------------------------------------------------------------------------------------------------
                                               Contract With Credit                  Contract Without Credit
- --------------------------------------------------------------------------------------------------------------------
                                                                        
Maximum charge for Lifetime Five/4/                    1.50%                                  1.50%
- --------------------------------------------------------------------------------------------------------------------
Maximum charge for Spousal Lifetime                    1.50%                                  1.50%
Five/4/
- --------------------------------------------------------------------------------------------------------------------
Maximum charge for Highest Daily                       1.50%                                  1.50%
Lifetime Five/4/
- --------------------------------------------------------------------------------------------------------------------
Lifetime Five Income Benefit (current                  0.60%                                  0.60%
charge)
- --------------------------------------------------------------------------------------------------------------------
Spousal Lifetime Five Income Benefit                   0.75%                                  0.75%
(current charge)
- --------------------------------------------------------------------------------------------------------------------
Highest Daily Lifetime Five Income                     0.60%                                  0.60%
Benefit (current charge)
- --------------------------------------------------------------------------------------------------------------------
Base Death Benefit                                     1.50%                                  1.40%
- --------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Death Benefit                       1.75%                                  1.65%
Option - Roll-Up or Step-Up
- --------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Death Benefit                       1.85%                                  1.75%
Option - Greater of Roll-Up or Step-Up
- --------------------------------------------------------------------------------------------------------------------
Highest Daily Value Death Benefit                      2.00%                                  1.90%
- --------------------------------------------------------------------------------------------------------------------
Maximum Annual Guaranteed Minimum                      1.00%                                  1.00%
Income Benefit Charge and Charge Upon
Certain Withdrawals as a percentage
of average GMIB Protected Value/5/
- --------------------------------------------------------------------------------------------------------------------
Annual Guaranteed Minimum Income                       0.50%                                  0.50%
Benefit Charge and Charge Upon
Certain Withdrawals (for contracts
sold on or after January 20, 2004 or
upon subsequent state approval) - as
a percentage of average GMIB
Protected Value (current charge)
- --------------------------------------------------------------------------------------------------------------------
Annual Income Appreciator Benefit                      0.25%                                  0.25%
Charge and Charge Upon Certain
Withdrawals as a Percentage of
Contract Value/6/
- --------------------------------------------------------------------------------------------------------------------
Annual Earnings Appreciator Benefit                    0.30%                                  0.30%
Charge and Charge Upon Certain
Transactions as a Percentage of
Contract Value/7/
- --------------------------------------------------------------------------------------------------------------------
Settlement Service Charge (if the                      1.00%                                  1.00%
Owner's beneficiary elects the
Beneficiary Continuation Option)/8/
- --------------------------------------------------------------------------------------------------------------------




 3: Currently, we waive this fee if your Contract Value is greater than or
    equal to $75,000 (waived if Contract Value is greater than or equal to
    $25,000 for Beneficiary Continuation Option). If your Contract Value is
    less than $75,000, we currently charge the lesser of $35 or 2% of your
    Contract Value. This is a single fee that we assess (a) annually or
    (b) upon full withdrawal made on a date other than a contract anniversary.
    As shown in the table, we can increase this fee in the future up to a
    maximum of $60, but we have no current intention to do so. This charge may
    be lower in certain states.


                                      17



 SUMMARY OF CONTRACT EXPENSES continued


 4: We have the right to increase the charge for each of these benefits up to
    the 1.50% maximum upon a step-up, or for a new election of each such
    benefit. However, we have no present intention of increasing the charges
    for those benefits to that maximum level.
 5: We impose this charge only if you choose the Guaranteed Minimum Income
    Benefit. This charge is equal to 0.50% for contracts sold on or after
    January 20, 2004, or upon subsequent state approval (0.45% for all other
    contracts) of the average GMIB protected value, which is calculated daily
    and generally is equal to the GMIB roll-up value. In some states this
    charge is 0.30%, see your contract for details. Subject to certain age or
    duration restrictions, the roll-up value is the total of all invested
    purchase payments (after a reset, the Contract Value at the time of the
    reset) compounded daily at an effective annual rate of 5%, subject to a cap
    of 200% of all invested purchase payments. Withdrawals reduce both the
    roll-up value and the 200% cap. The reduction is equal to the amount of the
    withdrawal for the first 5% of the roll-up value, calculated as of the
    latest contract anniversary (or contract date). The amount of the
    withdrawal in excess of 5% of the roll-up value further reduces the roll-up
    value and 200% cap proportionally to the additional reduction in Contract
    Value after the first 5% withdrawal occurs. We assess this fee each
    contract anniversary and when you begin the income phase of your contract.
    We also assess this fee if you make a full withdrawal, but prorate the fee
    based on the portion of the contract year that has elapsed since the full
    annual fee was most recently deducted. If you make a partial withdrawal, we
    will assess the prorated fee if the remaining Contract Value after the
    withdrawal would be less than the amount of the prorated fee; otherwise we
    will not assess the fee at that time. We reserve the right to increase this
    charge up to the maximum indicated upon any reset of the benefit or new
    election.
 6: We impose this charge only if you choose the Income Appreciator Benefit.
    The charge for this benefit is based on an annual rate of 0.25% of your
    Contract Value. The Income Appreciator Benefit charge is calculated: on
    each contract anniversary, on the annuity date, upon the death of the sole
    owner or first to die of the owner or joint owner prior to the annuity
    date, upon a full or partial withdrawal, and upon a subsequent purchase
    payment. The fee is based on the Contract Value at the time of the
    calculation, and is prorated based on the portion of the contract year
    since the date that the charge was last deducted. Although it may be
    calculated more often, it is deducted only: on each contract anniversary,
    on the annuity date, upon the death of the sole owner or first to die of
    the owner or joint owner prior to the annuity date, upon a full withdrawal,
    and upon a partial withdrawal if the Contract Value remaining after such
    partial withdrawal is not enough to cover the then-applicable charge. With
    respect to full and partial withdrawals, we prorate the fee based on the
    portion of the contract year that has elapsed since the full annual fee was
    most recently deducted. We reserve the right to calculate and deduct the
    fee more frequently than annually, such as quarterly.
 7: We impose this charge only if you choose the Earnings Appreciator Benefit.
    The charge for this benefit is based on an annual rate of 0.30% of your
    Contract Value. Although the charge may be calculated more often, it is
    deducted only: on each contract anniversary, on the annuity date, upon the
    death of the sole owner or first to die of the owner or joint owner prior
    to the annuity date, upon a full withdrawal, and upon a partial withdrawal
    if the Contract Value remaining after such partial withdrawal is not enough
    to cover the then-applicable earnings appreciator charge. We reserve the
    right to calculate and deduct the fee more frequently than annually, such
    as quarterly.
 8. The other Insurance and Administrative Expense Charges do not apply if you
    are a beneficiary under the Beneficiary Continuation Option. Instead, the
    Settlement Service Charge set forth here applies, if your beneficiary
    elects the Beneficiary Continuation Option. The 1.00% charge is an annual
    charge that is assessed daily against the assets in the variable investment
    options.


                     --------------------------------------
                      TOTAL ANNUAL MUTUAL FUND OPERATING
                                   EXPENSES
                     --------------------------------------


 The next item shows the minimum and maximum total operating expenses (expenses
 that are deducted from underlying mutual fund assets, including management
 fees, distribution and/or service (12b-1) fees, and other expenses) charged by
 the underlying mutual funds that you may pay periodically during the time that
 you own the contract. More detail concerning each underlying mutual fund's
 fees and expenses is contained below and in the prospectus for each underlying
 mutual fund. The minimum and maximum total operating expenses depicted below
 are based on historical fund expenses for the year ended December 31, 2006.
 Fund expenses are not fixed or guaranteed by the Strategic Partners Annuity
 One 3 contract, and may vary from year to year.





- --------------------------------------------------------------------------------------------------------------------
                                                      MINIMUM                                MAXIMUM
- --------------------------------------------------------------------------------------------------------------------
                                                                        
Total Annual Underlying Mutual Fund                    0.37%                                  1.19%
  Operating Expenses*
- --------------------------------------------------------------------------------------------------------------------



 *  See "Summary of Contract Expenses" - Underlying Mutual Fund Portfolio
    Annual Expenses for more detail on the expenses of the underlying mutual
    funds.




- ------------------------------------------------------------------------------------------------------------------
                                UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                    (as a percentage of the average net assets of the underlying Portfolios)
- ------------------------------------------------------------------------------------------------------------------
                                                               For the year ended December 31, 2006
             UNDERLYING PORTFOLIOS               -----------------------------------------------------------------
                                                 Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                Expenses /3/           Portfolio Fees  Portfolio
                                                                                       & Expenses /1/  Operating
                                                                                                      Expenses /2/
- -                                                -----------------------------------------------------------------
                                                                                       
Prudential Series Fund
 Equity Portfolio                                    0.45%         0.02%       0.00%       0.00%         0.47%
 Global Portfolio                                    0.75%         0.09%       0.00%       0.00%         0.84%
 Jennison Portfolio                                  0.60%         0.03%       0.00%       0.00%         0.63%
 Money Market Portfolio                              0.40%         0.03%       0.00%       0.00%         0.43%
 Stock Index Portfolio /4/                           0.35%         0.02%       0.00%       0.00%         0.37%
 Value Portfolio                                     0.40%         0.03%       0.00%       0.00%         0.43%
 SP Aggressive Growth Asset Allocation Portfolio     0.05%         0.07%       0.00%       0.86%         0.98%
 SP Balanced Asset Allocation Portfolio              0.05%         0.01%       0.00%       0.77%         0.83%
 SP Conservative Asset Allocation Portfolio          0.05%         0.02%       0.00%       0.72%         0.79%
 SP Growth Asset Allocation Portfolio                0.05%         0.01%       0.00%       0.81%         0.87%



                                      18







- --------------------------------------------------------------------------------------------------------------------------------
                                       UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                           (as a percentage of the average net assets of the underlying Portfolios)
- --------------------------------------------------------------------------------------------------------------------------------
                                                                             For the year ended December 31, 2006
                    UNDERLYING PORTFOLIOS                      -----------------------------------------------------------------
                                                               Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                              Expenses /3/           Portfolio Fees  Portfolio
                                                                                                     & Expenses /1/  Operating
                                                                                                                    Expenses /2/
- -                                                              -----------------------------------------------------------------
                                                                                                     
 SP AIM Core Equity Portfolio                                      0.85%         0.44%       0.00%       0.00%         1.29%
 SP Davis Value Portfolio                                          0.75%         0.06%       0.00%       0.00%         0.81%
 SP International Growth Portfolio /5/                             0.85%         0.12%       0.00%       0.00%         0.97%
 SP International Value Portfolio /6/                              0.90%         0.09%       0.00%       0.00%         0.99%
 SP Mid Cap Growth Portfolio                                       0.80%         0.11%       0.00%       0.00%         0.91%
 SP PIMCO High Yield Portfolio                                     0.60%         0.10%       0.00%       0.00%         0.70%
 SP PIMCO Total Return Portfolio                                   0.60%         0.06%       0.00%       0.00%         0.66%
 SP Prudential U.S. Emerging Growth Portfolio                      0.60%         0.07%       0.00%       0.00%         0.67%
 SP Small Cap Growth Portfolio                                     0.95%         0.19%       0.00%       0.00%         1.14%
 SP Small Cap Value Portfolio                                      0.90%         0.06%       0.00%       0.00%         0.96%
 SP Strategic Partners Focused Growth Portfolio                    0.90%         0.26%       0.00%       0.00%         1.16%
 SP T. Rowe Price Large Cap Growth Portfolio                       0.90%         0.29%       0.00%       0.00%         1.19%
Advanced Series Trust /7,8/
 AST JPMorgan International Equity Portfolio                       0.87%         0.16%       0.00%       0.00%         1.03%
 AST MFS Global Equity Portfolio                                   1.00%         0.25%       0.00%       0.00%         1.25%
 AST Small-Cap Value Portfolio                                     0.90%         0.18%       0.00%       0.00%         1.08%
 AST Neuberger Berman Small-Cap Growth Portfolio /9/               0.95%         0.16%       0.00%       0.00%         1.11%
 AST Federated Aggressive Growth Portfolio                         0.95%         0.14%       0.00%       0.00%         1.09%
 AST DeAM Small-Cap Value Portfolio                                0.95%         0.23%       0.00%       0.00%         1.18%
 AST Goldman Sachs Mid-Cap Growth Portfolio                        1.00%         0.15%       0.00%       0.00%         1.15%
 AST Neuberger Berman Mid-Cap Growth Portfolio                     0.90%         0.14%       0.00%       0.00%         1.04%
 AST Neuberger Berman Mid-Cap Value Portfolio                      0.89%         0.11%       0.00%       0.00%         1.00%
 AST Mid-Cap Value Portfolio                                       0.95%         0.21%       0.00%       0.00%         1.16%
 AST MFS Growth Portfolio                                          0.90%         0.13%       0.00%       0.00%         1.03%
 AST Marsico Capital Growth Portfolio                              0.90%         0.11%       0.00%       0.00%         1.01%
 AST Goldman Sachs Concentrated Growth Portfolio                   0.90%         0.13%       0.00%       0.00%         1.03%
 AST DeAM Large-Cap Value Portfolio                                0.85%         0.15%       0.00%       0.00%         1.00%
 AST Large-Cap Value Portfolio                                     0.75%         0.11%       0.00%       0.00%         0.86%
 AST AllianceBernstein Core Value Portfolio                        0.75%         0.14%       0.00%       0.00%         0.89%
 AST AllianceBernstein Managed Index 500 Portfolio                 0.60%         0.14%       0.00%       0.00%         0.74%
 AST American Century Income & Growth Portfolio                    0.75%         0.15%       0.00%       0.00%         0.90%
 AST AllianceBernstein Growth & Income Portfolio                   0.75%         0.11%       0.00%       0.00%         0.86%
 AST Cohen & Steers Realty Portfolio                               1.00%         0.13%       0.00%       0.00%         1.13%
 AST T. Rowe Price Natural Resources Portfolio                     0.90%         0.13%       0.00%       0.00%         1.03%
 AST American Century Strategic Allocation Portfolio /10/          0.85%         0.21%       0.00%       0.00%         1.06%
 AST Advanced Strategies Portfolio                                 0.85%         0.24%       0.00%       0.00%         1.09%
 AST T. Rowe Price Asset Allocation Portfolio                      0.85%         0.14%       0.00%       0.00%         0.99%
 AST UBS Dynamic Alpha Portfolio /11/                              1.00%         0.21%       0.00%       0.00%         1.21%
 AST First Trust Balanced Target Portfolio                         0.85%         0.21%       0.00%       0.00%         1.06%
 AST First Trust Capital Appreciation Target Portfolio             0.85%         0.19%       0.00%       0.00%         1.04%
 AST Aggressive Asset Allocation Portfolio                         0.15%         0.05%       0.00%       0.99%         1.19%
 AST Capital Growth Asset Allocation Portfolio                     0.15%         0.02%       0.00%       0.95%         1.12%
 AST Balanced Asset Allocation Portfolio                           0.15%         0.02%       0.00%       0.90%         1.07%
 AST Conservative Asset Allocation Portfolio                       0.15%         0.04%       0.00%       0.89%         1.08%
 AST Preservation Asset Allocation Portfolio                       0.15%         0.08%       0.00%       0.82%         1.05%
 AST T. Rowe Price Global Bond Portfolio                           0.80%         0.16%       0.00%       0.00%         0.96%
 AST High Yield Portfolio /12/                                     0.75%         0.15%       0.00%       0.00%         0.90%
 AST Lord Abbett Bond-Debenture Portfolio                          0.80%         0.14%       0.00%       0.00%         0.94%
 AST PIMCO Limited Maturity Bond Portfolio                         0.65%         0.12%       0.00%       0.00%         0.77%
Gartmore Variable Insurance Trust
 GVIT Developing Markets /13/                                      1.05%         0.35%       0.25%       0.00%         1.65%
Janus Aspen Series
 Janus Aspen Series Large Cap Growth Portfolio--Service Shares     0.64%         0.05%       0.25%       0.00%         0.94%



                                      19




 SUMMARY OF CONTRACT EXPENSES continued




 1. Each Asset Allocation Portfolio invests in shares of other Portfolios of
    the Fund and the Advanced Series Trust (the Acquired Portfolios). In
    addition, each Portfolio may invest otherwise uninvested cash in the Dryden
    Core Investment Fund (Money Market and/or Short-Term Bond Series).

    Investors in an Asset Allocation Portfolio or other Portfolio indirectly
    bear the fees and expenses of the Acquired Portfolios and/or Dryden Core
    Investment Fund. The expenses shown in the column "Acquired Portfolio Fees
    and Expenses" represent a weighted average of the expense ratios of the
    Acquired Portfolios and/or Dryden Core Investment Fund, in which the Asset
    Allocation Portfolios or other Portfolios invested during the year ended
    December 31, 2006. The Asset Allocation Portfolios do not pay any
    transaction fees when they purchase and redeem shares of the Acquired
    Portfolios.

    Where "Acquired Portfolio Fees and Expenses" are less than 0.01%, such
    expenses are included in the column titled "Other Expenses." This may cause
    the Total Annual Portfolio Operating Expenses to differ from those set
    forth in the Financial Highlights tables of the respective Portfolios.

    Effective March 1, 2007, each of the Asset Allocation Portfolios became
    responsible for the payment of its own "Other Expenses," including, without
    limitation, custodian fees, legal fees, trustee fees and audit fees, in
    accordance with the terms of the management agreement. Prior to that time,
    Prudential Investments LLC or an affiliate paid the "other expenses" of the
    Asset Allocation Portfolios. The table reflects an annualized estimate of
    the "Other Expenses" of the Asset Allocation Portfolios for the year ended
    December 31, 2006 had the current arrangement been in place during that
    year.

 2. Prudential Investments LLC has voluntarily agreed to waive a portion of its
    management fee and/or limit total expenses (expressed as an annual
    percentage of average daily net assets) for certain Portfolios of the Fund.
    These arrangements, which are set forth as follows, may be discontinued or
    otherwise modified at any time. Equity Portfolio: 0.75%; Jennison
    Portfolio: 0.75%; Money Market Portfolio: 0.75%; Stock Index Portfolio:
    0.75%; Value Portfolio: 0.75%; SP AIM Core Equity Portfolio: 1.00%; SP
    International Value Portfolio: 1.00%; SP International Growth Portfolio:
    1.24%; SP Mid Cap Growth Portfolio: 1.00%; SP PIMCO High Yield Portfolio:
    0.82%; SP PIMCO Total Return Portfolio: 0.76%; SP Small Cap Growth
    Portfolio: 1.15%; SP Small Cap Value Portfolio: 1.05%; SP T. Rowe Price
    Large Cap Growth Portfolio: 1.06%.

 3. As noted above, shares of the Portfolios generally are purchased through
    variable insurance products. Many of the Portfolios and/or their investment
    advisers and/or distributors have entered into arrangements with us as the
    issuer of each Annuity under which they compensate us for providing ongoing
    services in lieu of the Trust providing such services. Amounts paid by a
    Portfolio under those arrangements are included under "Other Expenses." For
    more information see the prospectus for each underlying portfolio and
    Variable Investment Options in this section.

 4. The Portfolio's contractual management fee rate is as follows: 0.35% for
    average net assets up to $4 billion, and 0.30% for average net assets in
    excess of $4 billion.

 5. Effective November 13, 2006, Marsico Capital Management, LLC was added as a
    Sub-advisor to the Portfolio. Prior to November 13, 2006, William Blair &
    Company, LLC served as the sole Sub-advisor of the Portfolio, then named
    the "SP William Blair International Growth Portfolio."

 6. Effective November 13, 2006, Thornburg Investment Management, Inc. was
    added as a Sub-advisor to the Portfolio. Prior to November 13, 2006,
    Thornburg Investment Management, Inc. served as the sole Sub-advisor of the
    Portfolio, then named the "SP LSV International Value Portfolio."

 7. The AST Aggressive Asset Allocation, the AST Balanced Asset Allocation, the
    AST Capital Growth Asset Allocation, the AST Conservative Asset Allocation
    and the AST Preservation Asset Allocation Portfolios (the "Dynamic Asset
    Allocation Portfolios") each invest in other investment companies (the
    Acquired Portfolios). For example, each Dynamic Asset Allocation Portfolio
    invests in shares of other Portfolios of the Advanced Series Trust, and
    some Portfolios invest in other funds, including the Dryden Core Investment
    Fund. Investors in a Portfolio indirectly bear the fees and expenses of the
    Acquired Portfolios. The expenses shown in the column "Acquired Portfolio
    Fees and Expenses" represent a weighted average of the expense ratios of
    the Acquired Portfolios in which each Dynamic Asset Allocation Portfolio
    invested during the year ended December 31, 2006. The Dynamic Asset
    Allocation Portfolios do not pay any transaction fees when they purchase or
    redeem shares of the Acquired Portfolios. Where "Acquired Portfolio Fees
    and Expenses" are less than 0.01%, such expenses are included in the column
    titled "Other Expenses." This may cause the Total Annual Portfolio
    Operating Expenses to differ from those set forth in the Financial
    Highlights tables in the prospectus for the Portfolios.

 8. The total actual operating expenses for certain of the Portfolios listed
    above for the year ended December 31, 2006 were less than the amounts shown
    in the table above, due to fee waivers, reimbursement of expenses, and
    expense offset arrangements ("Arrangements"). These Arrangements are
    voluntary and may be terminated at any time. In addition, the Arrangements
    may be modified periodically. For more information regarding the
    Arrangements, please see the Prospectus and Statement of Additional
    Information for the Portfolios.

 9. Effective May 1, 2007, Neuberger Berman Management, Inc. became Sub-advisor
    to the Portfolio. Prior to May 1, 2007, Deutsche Asset Management, Inc.
    served as Sub-advisor of the Portfolio, then named the "AST DeAM Small-Cap
    Growth Portfolio."

 10.Prior to May 1, 2007 the Portfolio was named the "AST American Century
    Strategic Balanced Portfolio."

 11.Prior to May 1, 2007 the Portfolio was named the "AST Global Allocation
    Portfolio." Expenses shown are the annualized estimated operating expense
    for AST UBS Dynamic Alpha Portfolio effective May 1, 2007. Operating
    expenses for the AST Global Allocation Portfolio based upon the year ended
    December 31, 2006 would be as follows: Shareholder Fees (fees paid directly
    from your investment) - None; Management Fees - .10%; Distribution (12b-1)
    Fees - None; Other Expenses - .09%; Acquired Portfolio Fees & Expenses -
    .88%; Total Annual Portfolio Operating Expenses - 1.07%.

 12.Effective June 16, 2006, Goldman Sachs Asset Management L.P. no longer
    serves as a Co-Sub-advisor to the Portfolio.

 13.Effective January 1, 2006, the management fee was lowered by 0.10% to the
    base fee described above. Beginning January 1, 2007, the management fee may
    be adjusted, on a quarterly basis, upward or downward depending on the
    Fund's performance relative to its benchmark, the MSCI Emerging Markets
    Free Index. As a result, beginning January 1, 2007, if the management fee
    were calculated taking into account the current base fee (as stated in the
    table above) and the maximum performance fee adjustment of 0.10% (+/-), the
    management fee could range from 0.95% at its lowest to 1.15% at its highest.


 EXPENSE EXAMPLES
 These examples are intended to help you compare the cost of investing in the
 contract with the cost of investing in other variable annuity contracts. These
 costs include Contract owner transaction expenses, contract fees, separate
 account annual expenses, and underlying mutual fund fees and expenses.

                                      20



 The examples assume that you invest $10,000 in the contract for the time
 periods indicated. The examples also assume that your investment has a 5%
 return each year and assume the maximum fees and expenses of any of the mutual
 funds, which do not reflect any expense reimbursements or waivers. Although
 your actual costs may be higher or lower, based on these assumptions, your
 costs would be as indicated in the tables that follow.

 Example 1a: Contract With Credit: Highest Daily Value Death Benefit;
 Guaranteed Minimum Income Benefit; Earnings Appreciator Benefit, Income
 Appreciator Benefit, and You Withdraw All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract With Credit;
..   You choose the Highest Daily Value Death Benefit;
..   You choose the Guaranteed Minimum Income Benefit (for contracts sold on or
    after January 20, 2004, or upon subsequent state approval);
..   You choose the Earnings Appreciator Benefit;
..   You choose the Income Appreciator Benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses*;
    -- The investment has a 5% return each year;
    -- The mutual fund's total operating expenses remain the same each year;

..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and

..   You withdraw all your assets at the end of the indicated period.


 *  Note: Not all portfolios offered are available if you elect certain
    optional benefits.


 Example 1b: Contract With Credit: Highest Daily Value Death Benefit,
 Guaranteed Minimum Income Benefit, Earnings Appreciator Benefit, Income
 Appreciator Benefit, and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 2a: Contract Without Credit: Highest Daily Value Death Benefit,
 Guaranteed Minimum Income Benefit, Earnings Appreciator Benefit, Income
 Appreciator Benefit, and You Withdraw All Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you invest in the Contract Without Credit.

 Example 2b: Contract Without Credit: Highest Daily Value Death Benefit,
 Guaranteed Minimum Income Benefit, Earnings Appreciator Benefit, Income
 Appreciator Benefit and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 3a: Contract With Credit: Base Death Benefit, and You Withdraw All
 Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract With Credit;
..   You do not choose any optional insurance benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses*;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;

..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and

..   You withdraw all your assets at the end of the indicated period.


 *  Note: Not all portfolios offered are available if you elect certain
    optional benefits.


 Example 3b: Contract With Credit: Base Death Benefit, and You Do Not Withdraw
 Your Assets

 This example makes exactly the same assumptions as Example 3a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 4a: Contract Without Credit: Base Death Benefit, and You Withdraw All
 Your Assets

 This example makes exactly the same assumptions as Example 3a except that it
 assumes that you invest in the Contract Without Credit.

                                      21



 EXPENSE EXAMPLES continued


 Example 4b: Contract Without Credit: Base Death Benefit, and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 4a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Notes for Expense Examples:
 These Examples should not be considered a representation of past or future
 expenses. Actual expenses may be greater or less than those shown.

 Note that withdrawal charges (which are reflected in Examples 1a, 2a, 3a and
 4a) are assessed in connection with some annuity options, but not others.

 The values shown in the 10 year column are the same for Example 4a and 4b, the
 same for Example 3a and 3b, the same for Example 2a and 2b, and the same for
 Example 1a and 1b. This is because if 10 years have elapsed since your last
 purchase payment, we would no longer deduct withdrawal charges when you make a
 withdrawal. The indicated examples reflect the maximum withdrawal charges, but
 in certain states reduced withdrawal charges may apply for certain ages.


 The examples use an average contract maintenance charge, which we calculated
 based on our general estimate of the total contract fees we expect to collect
 in 2007. Your actual fees will vary based on the amount of your contract and
 your specific allocation among the investment options.


 Premium taxes are not reflected in the examples. We deduct a charge to
 approximate premium taxes that may be imposed on us in your state. This charge
 is generally deducted from the amount applied to an annuity payout option.

 A table of accumulation unit values appears in Appendix A to this prospectus.

 Contract with Credit: Highest Daily Value Death Benefit; Guaranteed Minimum
 Income Benefit; Earnings Appreciator Benefit; Income Appreciator Benefit


                     Example 1a:                Example 1b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
             $1,277 $2,326 $3,281 $5,239 $525    $1,574   $2,623   $5,239
             --------------------------------------------------------------


 Contract Without Credit: Highest Daily Value Death Benefit; Guaranteed Minimum
 Income Benefit; Earnings Appreciator Benefit; Income Appreciator benefit


                     Example 2a:                       Example 2b:
             --------------------------------------------------------------
             If you do not withdraw your assets If you withdraw your assets
             --------------------------------------------------------------
              1 yr    3 yrs    5 yrs    10 yrs  1 yr   3 yrs  5 yrs  10 yrs
             --------------------------------------------------------------
             $1,125   $1,936   $2,748   $4,962  $495   $1,486 $2,478 $4,962
             --------------------------------------------------------------


 Contract With Credit: Base Death Benefit


                     Example 3a:                Example 3b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
             $1,119 $1,869 $2,547 $3,925 $367    $1,117   $1,889   $3,925
             --------------------------------------------------------------


 Contract Without Credit: Base Death Benefit


                     Example 4a:                 Example 4b:
              --------------------------------------------------------------
              If you withdraw your assets If you do not withdraw your assets
              --------------------------------------------------------------
              1 yr   3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
              --------------------------------------------------------------
              $973   $1,495 $2,039 $3,685 $343    $1,045   $1,769   $3,685
              --------------------------------------------------------------


                                      22



  PART II SECTIONS 1-11
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS ANNUITY ONE 3 PROSPECTUS

                                      23



 1: WHAT IS THE STRATEGIC PARTNERS ANNUITY ONE 3 VARIABLE ANNUITY?

 The Strategic Partners Annuity One 3 Variable Annuity is a contract between
 you, the owner, and US, Pruco Life Insurance Company (Pruco Life, we or us).

 Under our contract, in exchange for your payment to us, we promise to pay you
 a guaranteed income stream that can begin any time on or after the third
 contract anniversary. Your annuity is in the accumulation phase until you
 decide to begin receiving annuity payments. The date you begin receiving
 annuity payments is the annuity date. On the annuity date, your contract
 switches to the income phase.

 This annuity contract benefits from tax deferral when it is sold outside a
 tax-favored plan (generally called a non-qualified annuity). Tax deferral
 means that you are not taxed on earnings or appreciation on the assets in your
 contract until you withdraw money from your contract.

 If you purchase the annuity contract in a tax-favored plan such as an IRA,
 that plan generally provides tax deferral even without investing in an annuity
 contract. In other words, you need not purchase this contract to gain the
 preferential tax treatment provided by your retirement plan. Therefore, before
 purchasing an annuity in a tax-favored plan, you should consider whether its
 features and benefits beyond tax deferral, including the death benefit and
 income benefits, meet your needs and goals. You should consider the relative
 features, benefits and costs of this annuity compared with any other
 investment that you may use in connection with your retirement plan or
 arrangement.

 There are two basic versions of Strategic Partners Annuity One 3 variable
 annuity.

 Contract With Credit.

..   provides for a bonus credit that we add to each purchase payment that you
    make,
..   has higher withdrawal charges and insurance and administrative costs than
    the Contract Without Credit,
..   may provide a lower interest rate for fixed interest rate options and the
    Market Value Adjustment Option than the Contract Without Credit, and
..   may provide fewer available market value adjustment guarantee periods than
    the Contract Without Credit.

 Contract Without Credit.

..   does not provide a credit,
..   has lower withdrawal charges and insurance and administrative costs than
    the Contract With Credit,
..   may provide a higher interest rate for fixed interest rate options and the
    Market Value Adjustment Option than the Contract With Credit, and
..   may provide more market value adjustment guarantee periods than the
    Contract With Credit.

 Unless we state otherwise, when we use the word contract, it applies to both
 versions.

 In replacing another annuity you may own, please consider all charges
 associated with that annuity. Credits applicable to bonus products, such as
 the Contract With Credit, should not be viewed as an offset of any surrender
 charge that applies to another annuity contract you may currently own.

 Because of the higher withdrawal charges, if you choose the Contract With
 Credit and you withdraw a purchase payment, depending upon the performance of
 the investment options you choose, you may be worse off than if you had chosen
 the Contract Without Credit. We do not recommend purchase of either version of
 Strategic Partners Annuity One 3 if you anticipate having to withdraw a
 significant amount of your purchase payments within a few years of making
 those purchase payments.

 Strategic Partners Annuity One 3 is a variable annuity contract. During the
 accumulation phase, you can allocate your assets among the variable investment
 options, guaranteed fixed interest rate options and a market value adjustment
 option. If you select variable investment options, the amount of money you are
 able to accumulate in your contract during the accumulation phase depends upon
 the investment performance of the underlying mutual fund(s) associated with
 that variable investment option.


 Because the underlying mutual funds' portfolios fluctuate in value depending
 upon market conditions, your Contract Value can either increase or decrease.
 This is important, since the amount of the annuity payments you receive during
 the income phase depends upon the value of your contract at the time you begin
 receiving payments.


                                      24



 As the owner of the contract, you have all of the decision-making rights under
 the contract. You will also be the annuitant unless you designate someone
 else. The annuitant is the person whose life is used to determine how much and
 how long (if applicable) the annuity payments will continue once the annuity
 phase begins. On or after the annuity date, the annuitant may not be changed.

 The beneficiary is the person(s) or entity you designate to receive any death
 benefit. You may change the beneficiary any time prior to the annuity date by
 making a written request to us.

 SHORT TERM CANCELLATION RIGHT OR "FREE LOOK"
 If you change your mind about owning Strategic Partners Annuity One 3, you may
 cancel your contract within 10 days after receiving it (or whatever period is
 required by applicable law). You can request a refund by returning the
 contract either to the representative who sold it to you, or to the Prudential
 Annuity Service Center at the address shown on the first page of this
 prospectus. You will receive, depending on applicable state law:

..   Your full purchase payment, less any applicable federal and state income
    tax; or
..   The amount your contract is worth as of the day we receive your request,
    less any applicable federal and state income tax withholding. This amount
    may be more or less than your original payment. We impose neither a
    withdrawal charge nor any market value adjustment if you cancel your
    contract under this provision.


 If you have purchased the Contract With Credit, we will deduct any credit we
 had added to your Contract Value. To the extent dictated by state law, we will
 include in your refund the amount of any fees and charges that we deducted.


 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?

 The contract gives you the choice of allocating your purchase payments to any
 of the variable investment options, fixed interest rate options, and a market
 value adjustment option.


 The variable investment options invest in underlying mutual funds managed by
 leading investment advisers. These underlying mutual funds may sell their
 shares to both variable annuity and variable life separate accounts of
 different insurance companies, which could create the kinds of risks that are
 described in more detail in the current prospectus for the underlying mutual
 fund. The current prospectuses for the underlying mutual funds also contain
 other important information about the mutual funds. When you invest in a
 variable investment option that is funded by a mutual fund, you should read
 the mutual fund prospectus and keep it for future reference. The mutual fund
 options that you select are your choice. We do not recommend or endorse any
 particular underlying mutual fund.


 VARIABLE INVESTMENT OPTIONS

 The following chart classifies each of the portfolios based on our assessment
 of their investment style (as of the date of this prospectus). The chart also
 provides a description of each portfolio's investment objective and a short,
 summary description of their key policies to assist you in determining which
 portfolios may be of interest to you. What appears in the chart below is
 merely a summary--please consult the portfolio's prospectus for a
 comprehensive discussion of the portfolio's investment policies. There is no
 guarantee that any portfolio will meet its investment objective. The name of
 the adviser/subadviser for each portfolio appears next to the description.


 The Jennison Portfolio, Prudential Equity Portfolio, Prudential Global
 Portfolio, Prudential Money Market Portfolio, Prudential Stock Index
 Portfolio, Prudential Value Portfolio, and each "SP" Portfolio of the
 Prudential Series Fund, are managed by an indirect, wholly-owned subsidiary of
 Prudential Financial, Inc. called Prudential Investments LLC (PI) under a
 "manager-of-managers" approach.

 Under the manager-of-managers approach, PI has the ability to assign
 subadvisers to manage specific portions of a portfolio, and the portion
 managed by a subadviser may vary from 0% to 100% of the portfolio's assets.
 The subadvisers that manage some or all of a Prudential Series Fund portfolio
 are listed on the following chart.


 The portfolios of the Advanced Series Trust are co-managed by PI and AST
 Investment Services, Inc., also under a manager-of-managers approach. AST
 Investment Services, Inc. is an indirect, wholly-owned subsidiary of
 Prudential Financial, Inc. Under the agreement through which Prudential
 Financial, Inc. acquired American Skandia Life Assurance Corporation and
 certain of its affiliates in May 2003, Prudential Financial may not use the
 "American Skandia" name in any context after May 1, 2008. Therefore,
 Prudential Financial has begun a "rebranding" project that involves renaming
 certain American Skandia legal entities. As pertinent to this annuity: 1)
 American Skandia Investment Services, Inc. has been renamed AST Investment
 Services, Inc.; and 2) American Skandia Trust has been renamed Advanced Series
 Trust. These name changes will not impact the manner in which customers do
 business with Prudential.


 A fund or portfolio may have a similar name or an investment objective and
 investment policies resembling those of a mutual fund managed by the same
 investment adviser that is sold directly to the public. Despite such
 similarities, there can be no assurance that the investment performance of any
 such fund or portfolio will resemble that of the publicly available mutual
 fund.

                                      25



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued



 Pruco Life has entered into agreements with certain underlying portfolios
 and/or the investment adviser or distributor of such portfolios. Pruco Life
 may provide administrative and support services to such portfolios pursuant to
 the terms of these agreements and under which it receives a fee of up to
 0.55 % annually (as of May 1, 2007) of the average assets allocated to the
 portfolio under the contract. These agreements, including the fees paid and
 services provided, can vary for each underlying mutual fund whose portfolios
 are offered as sub-accounts.

 In addition, an investment adviser, sub-adviser or distributor of the
 underlying portfolios may also compensate us by providing reimbursement,
 defraying the costs of, or paying directly for, among other things, marketing
 and/or administrative services and/or other services they provide in
 connection with the contract. These services may include, but are not limited
 to: sponsoring or co-sponsoring various promotional, educational or marketing
 meetings and seminars attended by distributors, wholesalers, and/or broker
 dealer firms' registered representatives, and creating marketing material
 discussing the contract, available options, and underlying portfolios. The
 amounts paid depend on the nature of the meetings, the number of meetings
 attended by the adviser, sub-adviser, or distributor, the number of
 participants and attendees at the meetings, the costs expected to be incurred,
 and the level of the adviser's, sub-adviser's or distributor's participation.
 These payments or reimbursements may not be offered by all advisers,
 sub-advisers, or distributors, and the amounts of such payments may vary
 between and among each adviser, sub-adviser, and distributor depending on
 their respective participation. During 2006, with regard to amounts that were
 paid under these kinds of arrangements, the amounts ranged from approximately
 $53 to approximately $190,514. These amounts may have been paid to one or more
 Prudential-affiliated insurers issuing individual variable annuities.


 As detailed in the Prudential Series Fund prospectus, although the Prudential
 Money Market Portfolio is designed to be a stable investment option, it is
 possible to lose money in that portfolio. For example, when prevailing
 short-term interest rates are very low, the yield on the Prudential Money
 Market Portfolio may be so low that, when separate account and contract
 charges are deducted, you experience a negative return.


 Upon the introduction of the Advanced Series Trust Asset Allocation Portfolios
 on December 5, 2005, we ceased offering the Prudential Series Fund Asset
 Allocation Portfolios to new purchasers and to existing contract owners who
 had not previously invested in those Portfolios. However, a contract owner who
 had Contract Value allocated to a Prudential Series Fund Asset Allocation
 Portfolio prior to December 5, 2005 may continue to allocate purchase payments
 to that Portfolio after that date. In addition, after December 5, 2005, we
 ceased offering the Prudential Series Fund SP Large Cap Value Portfolio to new
 purchasers and to existing contract owners who had not previously invested in
 that Portfolio. However, a contract owner who had Contract Value allocated to
 the SP Large Cap Value Portfolio prior to December 5, 2005 may continue to
 allocate purchase payments to that Portfolio after that date.



         -------------------------------------------------------------
         STYLE/    INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                            ADVISOR/
                                                         SUB-ADVISOR
         -------------------------------------------------------------
                       PRUDENTIAL SERIES FUND
         -------------------------------------------------------------
         LARGE  Jennison Portfolio: seeks long-term       Jennison
          CAP   growth of capital. The Portfolio       Associates LLC
         GROWTH invests primarily in equity
                securities of major, established
                corporations that the subadviser
                believes offer above-average growth
                prospects. The Portfolio may invest
                up to 30% of its total assets in
                foreign securities. Stocks are
                selected on a company-by-company
                basis using fundamental analysis.
                Normally 65% of the Portfolio's total
                assets are invested in common stocks
                and preferred stocks of companies
                with capitalization in excess of $1
                billion.
         -------------------------------------------------------------
         LARGE  Equity Portfolio: seeks long-term         Jennison
          CAP   growth of capital. The Portfolio       Associates LLC;
         BLEND  invests at least 80% of its net          ClearBridge
                assets plus borrowings for investment   Advisors, LLC
                purposes in common stocks of major
                established corporations as well as
                smaller companies that the Sub
                advisers believe offer attractive
                prospects of appreciation. In the
                Jennison portion, over a full market
                cycle, the subadviser seeks to
                outperform the S&P 500 Index by
                investing in a portfolio with
                earnings growth greater than the
                index at valuations comparable to
                that of the index.
         -------------------------------------------------------------


                                      26




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
        INTER   Global Portfolio: seeks long-term          LSV Asset
       NATIONAL growth of capital. The Portfolio          Management/
        EQUITY  invests primarily in common stocks      Marsico Capital
                (and their equivalents) of foreign     Management, LLC/
                and U.S. companies. Each Sub-adviser     T. Rowe Price
                for the Portfolio generally will use   Associates, Inc./
                either a "growth" approach or a         William Blair &
                "value" approach in selecting either     Company, LLC
                foreign or U.S. common stocks.
       -----------------------------------------------------------------
        FIXED   Money Market Portfolio: seeks maximum     Prudential
        INCOME  current income consistent with the        Investment
                stability of capital and the           Management, Inc.
                maintenance of liquidity. The
                Portfolio invests in high-quality
                short-term money market instruments
                issued by the U.S. Government or its
                agencies, as well as by corporations
                and banks, both domestic and foreign.
                The Portfolio will invest only in
                instruments that mature in thirteen
                months or less, and which are
                denominated in U.S. dollars.
       -----------------------------------------------------------------
        LARGE   Value Portfolio: seeks long-term           Jennison
         CAP    growth of capital through               Associates LLC
        VALUE   appreciation and income. The
                Portfolio invests primarily in common
                stocks that the subadviser believes
                are undervalued - those stocks that
                are trading below their underlying
                asset value, cash generating ability
                and overall earnings and earnings
                growth. There is a risk that "value"
                stocks can perform differently from
                the market as a whole and other types
                of stocks and can continue to be
                undervalued by the markets for long
                periods of time. Normally at least
                65% of the Portfolio's total assets
                is invested in the common stock and
                convertible securities of companies
                that the subadviser believes will
                provide investment returns above
                those of the Russell 1000(R) Value
                Index. Most of the investments will
                be securities of large capitalization
                companies. The Portfolio may invest
                up to 25% of its total assets in real
                estate investment trusts (REITs) and
                up to 30% of its total assets in
                foreign securities.
       -----------------------------------------------------------------
        ASSET   SP Aggressive Growth Asset Allocation     Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       -----------------------------------------------------------------
        ASSET   SP Balanced Asset Allocation              Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). The Portfolio
                will invest in equity and
                fixed-income Underlying Portfolios.
       -----------------------------------------------------------------
        ASSET   SP Conservative Asset Allocation          Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on fixed-income
                Underlying Portfolios but will also
                invest in equity Underlying
                Portfolios.
       -----------------------------------------------------------------
        ASSET   SP Growth Asset Allocation Portfolio:     Prudential
       ALLOCA-  seeks to obtain the highest potential   Investments LLC
        TION/   total return consistent with the
       BALANCED specified level of risk tolerance.
                The Portfolio may invest in any other
                Portfolio of the Fund (other than
                another SP Asset Allocation
                Portfolio), and the AST Marsico
                Capital Growth Portfolio of Advanced
                Series Trust (AST) (the Underlying
                Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       -----------------------------------------------------------------
        LARGE   SP AIM Core Equity Portfolio: seeks      A I M Capital
         CAP    long-term growth of capital. The       Management, Inc.
        BLEND   Portfolio normally invests at least
                80% of investable assets in equity
                securities, including convertible
                securities of established companies
                that have long-term above-average
                growth in earnings and growth
                companies that the subadviser
                believes have the potential for
                above-average growth in earnings.
       -----------------------------------------------------------------


                                      27




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   SP Davis Value Portfolio: seeks          Davis Selected
         CAP    growth of capital. The Portfolio         Advisers, L.P.
        VALUE   invests primarily in common stocks of
                U.S. companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Value Index. It may also invest
                in stocks of foreign companies and
                U.S. companies with smaller
                capitalizations. The subadviser
                attempts to select common stocks of
                businesses that possess
                characteristics that the subadviser
                believe foster the creation of
                long-term value, such as proven
                management, a durable franchise and
                business model, and sustainable
                competitive advantages. The
                subadviser aims to invest in such
                businesses when they are trading at a
                discount to their intrinsic worth.
                There is a risk that "value" stocks
                can perform differently from the
                market as a whole and other types of
                stocks and can continue to be
                undervalued by the markets for long
                periods of time.
       ------------------------------------------------------------------
        INTER   SP International Value Portfolio           LSV Asset
       NATIONAL (formerly SP LSV International Value      Management,
        EQUITY  Portfolio): seeks capital growth. The      Thornburg
                Portfolio normally invests at least        Investment
                65% of the Portfolio's investable       Management, Inc.
                assets (net assets plus borrowings
                made for investment purposes) in the
                equity securities of companies in
                developed countries outside the
                United States that are represented in
                the MSCI EAFE Index.
       ------------------------------------------------------------------
       MID CAP  SP Mid Cap Growth Portfolio: seeks      Calamos Advisors
        GROWTH  long-term growth of capital. The              LLC
                Portfolio normally invests at least
                80% of investable assets in common
                stocks and related securities, such
                as preferred stocks, convertible
                securities and depositary receipts
                for those securities. These
                securities typically are of medium
                market capitalizations, which the
                subadviser believes have
                above-average growth potential. The
                Portfolio generally defines medium
                market capitalization companies as
                those companies with market
                capitalizations within the market
                capitalization range of the Russell
                Mid Cap Growth Index. The Portfolio's
                investments may include securities
                listed on a securities exchange or
                traded in the over-the-counter
                markets. The subadviser uses a
                bottom-up and top-down analysis in
                managing the Portfolio. This means
                that securities are selected based
                upon fundamental analysis, as well as
                a top-down approach to
                diversification by industry and
                company, and by paying attention to
                macro-level investment themes. The
                Portfolio may invest in foreign
                securities (including emerging
                markets securities).
       ------------------------------------------------------------------
        FIXED   SP PIMCO High Yield Portfolio: seeks   Pacific Investment
        INCOME  to maximize total return consistent        Management
                with preservation of capital and          Company LLC
                prudent investment management. The          (PIMCO)
                Portfolio will invest in a
                diversified portfolio of fixed-income
                investment instruments of varying
                maturities. The average portfolio
                duration of the Portfolio generally
                will vary within a two- to six-year
                time frame based on the Sub-advisor's
                forecast for interest rates.
       ------------------------------------------------------------------
        FIXED   SP PIMCO Total Return Portfolio:       Pacific Investment
        INCOME  seeks to maximize total return             Management
                consistent with preservation of           Company LLC
                capital and prudent investment              (PIMCO)
                management. The Portfolio will invest
                in a diversified portfolio of
                fixed-income investment instruments
                of varying maturities. The average
                portfolio duration of the Portfolio
                generally will vary within a three-
                to six-year time frame based on the
                Sub-advisor's forecast for interest
                rates.
       ------------------------------------------------------------------
       MID CAP  SP Prudential U.S. Emerging Growth          Jennison
        GROWTH  Portfolio: seeks long-term capital       Associates LLC
                appreciation. The Portfolio normally
                invests at least 80% of investable
                assets in equity securities of small
                and medium sized U.S. companies that
                the subadviser believes have the
                potential for above-average earnings
                growth. The subadviser seeks to
                invest in companies that it believes
                are poised to benefit from an
                acceleration of growth or an
                inflection point in a company's
                growth rate that is not currently
                reflected in the stock price. The
                team uses a research-intensive
                approach based on internally
                generated fundamental research.
       ------------------------------------------------------------------
        SMALL   SP Small Cap Growth Portfolio: seeks      Eagle Asset
         CAP    long-term capital growth. The             Management/
        GROWTH  Portfolio pursues its objective by      Neuberger Berman
                primarily investing in the common       Management, Inc.
                stocks of small-capitalization
                companies, which is defined as a
                company with a market capitalization,
                at the time of purchase, no larger
                than the largest capitalized company
                included in the Russell 2000 Index
                during the most recent 11-month
                period (based on month-end data) plus
                the most recent data during the
                current month.
       ------------------------------------------------------------------


                                      28




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
        SMALL   SP Small-Cap Value Portfolio: seeks      Goldman Sachs
         CAP    long-term capital growth. The                Asset
        VALUE   Portfolio normally invests at least    Management, L.P.;
                80% its net assets plus borrowings        ClearBridge
                for investment purposes in the equity    Advisors, LLC
                securities of small capitalization
                companies. The Portfolio focuses on
                equity securities that are believed
                to be undervalued in the marketplace.
       -----------------------------------------------------------------
        LARGE   SP Strategic Partners Focused Growth   AllianceBernstein
         CAP    Portfolio: seeks long-term growth of    L.P.; Jennison
        GROWTH  capital. The Portfolio normally         Associates LLC
                invests at least 65% of total assets
                in equity-related securities of U.S.
                companies that the subadvisers
                believe to have strong capital
                appreciation potential. The
                Portfolio's strategy is to combine
                the efforts of two subadvisers and to
                invest in the favorite stock
                selection ideas of three portfolio
                managers (two of whom invest as a
                team). Each investment Sub-adviser to
                the Portfolio utilizes a growth
                style: Jennison selects approximately
                20 securities and AllianceBernstein
                selects approximately 30 securities.
                The portfolio managers build a
                portfolio with stocks in which they
                have the highest confidence and may
                invest more than 5% of the
                Portfolio's assets in any one issuer.
                The Portfolio is nondiversified,
                meaning it can invest a relatively
                high percentage of its assets in a
                small number of issuers. Investing in
                a nondiversified portfolio,
                particularly a portfolio investing in
                approximately 50 equity-related
                securities, involves greater risk
                than investing in a diversified
                portfolio because a loss resulting
                from the decline in the value of one
                security may represent a greater
                portion of the total assets of a
                nondiversified portfolio.
       -----------------------------------------------------------------
        LARGE   Stock Index Portfolio: seeks             Quantitative
         CAP    investment results that generally         Management
        BLEND   correspond to the performance of        Associates LLC
                publicly-traded common stocks. With
                the price and yield performance of
                the Standard & Poor's 500 Composite
                Stock Price Index (S&P 500) as the
                benchmark, the Portfolio normally
                invests at least 80% of investable
                assets in S&P 500 stocks. The S&P 500
                represents more than 70% of the total
                market value of all publicly-traded
                common stocks and is widely viewed as
                representative of publicly-traded
                common stocks as a whole. The
                Portfolio is not "managed" in the
                traditional sense of using market and
                economic analyses to select stocks.
                Rather, the portfolio manager
                purchases stocks in proportion to
                their weighting in the S&P 500.
       -----------------------------------------------------------------
        LARGE   SP T. Rowe Price Large-Cap Growth        T. Rowe Price
         CAP    Portfolio: seeks long-term capital     Associates, Inc.
        GROWTH  growth. Under normal circumstances,
                the Portfolio invests at least 80% of
                its net assets plus borrowings for
                investment purposes in the equity
                securities of large-cap companies.
                The Sub-adviser generally looks for
                companies with an above-average rate
                of earnings and cash flow growth and
                a lucrative niche in the economy that
                gives them the ability to sustain
                earnings momentum even during times
                of slow economic growth.
       -----------------------------------------------------------------
        INTER-  SP International Growth Portfolio       Marsico Capital
       NATIONAL (formerly, SP William Blair            Management, LLC;
        EQUITY  International Growth Portfolio):        William Blair &
                seeks long-term capital appreciation.    Company, LLC.
                The Portfolio invests primarily in
                equity-related securities of foreign
                issuers. The Portfolio invests
                primarily in the common stock of
                large and medium-sized foreign
                companies, although it may also
                invest in companies of all sizes.
                Under normal circumstances, the
                Portfolio invests at least 65% of its
                total assets in common stock of
                foreign companies operating or based
                in at least five different countries,
                which may include countries with
                emerging markets. The Portfolio looks
                primarily for stocks of companies
                whose earnings are growing at a
                faster rate than other companies or
                which offer attractive growth
                potential.
       -----------------------------------------------------------------


                                      29




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
                        ADVANCED SERIES TRUST
       -----------------------------------------------------------------
        ASSET   AST Advanced Strategies Portfolio:         LSV Asset
        ALLOCA  seeks a high level of absolute            Management;
        TION/   return. The Portfolio invests           Marsico Capital
       BALANCED primarily in a diversified portfolio      Management,
                of equity and fixed income securities    LLC; Pacific
                across different investment               Investment
                categories and investment managers.       Management
                The Portfolio pursues a combination       Company LLC
                of traditional and non-traditional         (PIMCO);
                investment strategies.                   T. Rowe Price
                                                       Associates, Inc.;
                                                        William Blair &
                                                        Company, L.L.C.
       -----------------------------------------------------------------
        ASSET   AST Aggressive Asset Allocation               AST
        ALLOCA  Portfolio: seeks the highest              Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk          Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 92.5% to 100% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 0% to 7.5% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Core Value       AllianceBernstein
         CAP    Portfolio: seeks long-term capital           L.P.
        VALUE   growth by investing primarily in
                common stocks. The Sub-advisor
                expects that the majority of the
                Portfolio's assets will be invested
                in the common stocks of large
                companies that appear to be
                undervalued. Among other things, the
                Portfolio seeks to identify
                compelling buying opportunities
                created when companies are
                undervalued on the basis of investor
                reactions to near-term problems or
                circumstances even though their
                long-term prospects remain sound. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Growth & Income  AllianceBernstein
         CAP    Portfolio: seeks long-term growth of         L.P.
        VALUE   capital and income while attempting
                to avoid excessive fluctuations in
                market value. The Portfolio normally
                will invest in common stocks (and
                securities convertible into common
                stocks). The Sub-advisor will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects. The stocks that
                the Portfolio will normally invest in
                are those of seasoned companies.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Managed Index    AllianceBernstein
         CAP    500 Portfolio: seeks to outperform           L.P.
        BLEND   the Standard & Poor's 500 Composite
                Stock Price Index (the "S&P 500")
                through stock selection resulting in
                different weightings of common stocks
                relative to the index. The Portfolio
                will invest, under normal
                circumstances, at least 80% of its
                net assets in securities included in
                the S&P(R) 500.
       -----------------------------------------------------------------
        LARGE   AST American Century Income & Growth   American Century
         CAP    Portfolio: seeks capital growth with      Investment
        VALUE   current income as a secondary          Management, Inc.
                objective. The Portfolio invests
                primarily in common stocks that offer
                potential for capital growth, and
                may, consistent with its investment
                objective, invest in stocks that
                offer potential for current income.
                The Sub-advisor utilizes a
                quantitative management technique
                with a goal of building an equity
                portfolio that provides better
                returns than the S&P 500 Index
                without taking on significant
                additional risk and while attempting
                to create a dividend yield that will
                be greater than the S&P 500 Index.
       -----------------------------------------------------------------


                                      30




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
         ASSET   AST American Century Strategic         American Century
        ALLOCA   Allocation Portfolio (formerly known      Investment
         TION/   as AST American Century Strategic      Management, Inc.
       BALANCED  Balanced Portfolio): seeks capital
                 growth and current income. The
                 Sub-advisor intends to maintain
                 approximately 60% of the Portfolio's
                 assets in equity securities and the
                 remainder in bonds and other fixed
                 income securities. Both the
                 Portfolio's equity and fixed income
                 investments will fluctuate in value.
                 The equity securities will fluctuate
                 depending on the performance of the
                 companies that issued them, general
                 market and economic conditions, and
                 investor confidence. The fixed income
                 investments will be affected
                 primarily by rising or falling
                 interest rates and the credit quality
                 of the issuers.
       -----------------------------------------------------------------
         ASSET   AST Balanced Asset Allocation                AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 57.5% to 72.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 27.5% to 42.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         ASSET   AST Capital Growth Asset Allocation          AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 72.5% to 87.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 12.5% to 27.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
       SPECIALTY AST Cohen & Steers Realty Portfolio:    Cohen & Steers
                 seeks to maximize total return             Capital
                 through investment in real estate      Management, Inc.
                 securities. The Portfolio pursues its
                 investment objective by investing,
                 under normal circumstances, at least
                 80% of its net assets in securities
                 of real estate issuers. Under normal
                 circumstances, the Portfolio will
                 invest substantially all of its
                 assets in the equity securities of
                 real estate companies, i.e., a
                 company that derives at least 50% of
                 its revenues from the ownership,
                 construction, financing, management
                 or sale of real estate or that has at
                 least 50% of its assets in real
                 estate. Real estate companies may
                 include real estate investment trusts
                 or REITs.
       -----------------------------------------------------------------
         ASSET   AST Conservative Asset Allocation            AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 47.5% to 62.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 37.5% to 52.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         LARGE   AST DeAM Large-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of capital by        Investment
         VALUE   investing primarily in the value          Management
                 stocks of larger companies. The         Americas, Inc.
                 Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 the value of its assets in the equity
                 securities of large-sized companies
                 included in the Russell 1000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 1000(R) Value Index,
                 but which attempts to outperform the
                 Russell 1000(R) Value Index through
                 active stock selection.
       -----------------------------------------------------------------
         SMALL   AST Neuberger Berman Small-Cap Growth  Neuberger Berman
          CAP    Portfolio (formerly known as AST DeAM  Management Inc.
        GROWTH   Small-Cap Growth Portfolio): seeks
                 maximum growth of investors' capital
                 from a portfolio of growth stocks of
                 smaller companies. The Portfolio
                 pursues its objective, under normal
                 circumstances, by primarily investing
                 at least 80% of its total assets in
                 the equity securities of small-sized
                 companies included in the Russell
                 2000 Growth(R) Index.
       -----------------------------------------------------------------


                                      31




        ----------------------------------------------------------------
         STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                             ADVISOR/
                                                          SUB-ADVISOR
        ----------------------------------------------------------------
         SMALL   AST DeAM Small-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of investors'        Investment
         VALUE   capital by investing primarily in the     Management
                 value stocks of smaller companies.      Americas, Inc.
                 The Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 its total assets in the equity
                 securities of small-sized companies
                 included in the Russell 2000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 2000(R) Value Index,
                 but which attempts to outperform the
                 Russell 2000(R) Value Index.
        ----------------------------------------------------------------
         SMALL   AST Federated Aggressive Growth        Federated Equity
          CAP    Portfolio: seeks capital growth. The      Management
         GROWTH  Portfolio pursues its investment          Company of
                 objective by investing primarily in     Pennsylvania/
                 the stocks of small companies that     Federated Global
                 are traded on national security           Investment
                 exchanges, NASDAQ stock exchange and      Management
                 the over-the-counter-market. Small     Corp.; Federated
                 companies will be defined as               MDTA LLC
                 companies with market capitalizations
                 similar to companies in the Russell
                 2000 Growth Index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Balanced Target          First Trust
        ALLOCA-  Portfolio: seeks long-term capital      Advisors L.P.
         TION/   growth balanced by current income.
        BALANCED The Portfolio seeks to achieve its
                 objective by investing approximately
                 65% in common stocks and 35% in fixed
                 income securities. The Portfolio
                 allocates the equity portion of the
                 portfolio across five uniquely
                 specialized strategies - the Dow/SM/
                 Target Dividend, the Value Line(R)
                 Target 25, the Global Dividend Target
                 15, the NYSE(R) International Target
                 25, and the Target Small Cap. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy which utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Capital Appreciation     First Trust
        ALLOCA-  Target Portfolio: seeks long-term       Advisors L.P.
         TION/   growth of capital. The Portfolio
        BALANCED seeks to achieve its objective by
                 investing approximately 80% in common
                 stocks and 20% in fixed income
                 securities. The portfolio allocates
                 the equity portion of the portfolio
                 across five uniquely specialized
                 strategies - the Value Line(R) Target
                 25, the Global Dividend Target 15,
                 the Target Small Cap, the Nasdaq(R)
                 Target 15, and the NYSE(R)
                 International Target 25. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST UBS Dynamic Alpha Portfolio        UBS Global Asset
        ALLOCA-  (formerly known as AST Global             Management
         TION/   Allocation Portfolio): seeks to        (Americas) Inc.
        BALANCED maximize total return, consisting of
                 capital appreciation and current
                 income. The Portfolio invests in
                 securities and financial instruments
                 to gain exposure to global equity,
                 global fixed income and cash
                 equivalent markets, including global
                 currencies. The Portfolio may invest
                 in equity and fixed income securities
                 of issuers located within and outside
                 the United States or in open-end
                 investment companies advised by UBS
                 Global Asset Management (Americas)
                 Inc., the Portfolio's Sub-Advisor, to
                 gain exposure to certain global
                 equity and global fixed income
                 markets.
        ----------------------------------------------------------------
         LARGE   AST Goldman Sachs Concentrated Growth   Goldman Sachs
          CAP    Portfolio: seeks growth of capital in       Asset
         GROWTH  a manner consistent with the           Management, L.P.
                 preservation of capital. Realization
                 of income is not a significant
                 investment consideration and any
                 income realized on the Portfolio's
                 investments, therefore, will be
                 incidental to the Portfolio's
                 objective. The Portfolio will pursue
                 its objective by investing primarily
                 in equity securities of companies
                 that the Sub-advisor believes have
                 the potential to achieve capital
                 appreciation over the long-term. The
                 Portfolio seeks to achieve its
                 investment objective by investing,
                 under normal circumstances, in
                 approximately 30 - 45 companies that
                 are considered by the Sub-advisor to
                 be positioned for long-term growth.
        ----------------------------------------------------------------


                                      32




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
       MID CAP  AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
        GROWTH  Portfolio: seeks long-term capital           Asset
                growth. The Portfolio pursues its       Management, L.P.
                investment objective, by investing
                primarily in equity securities
                selected for their growth potential,
                and normally invests at least 80% of
                the value of its assets in medium
                capitalization companies. For
                purposes of the Portfolio,
                medium-sized companies are those
                whose market capitalizations
                (measured at the time of investment)
                fall within the range of companies in
                the Russell Mid Cap Growth Index. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       ------------------------------------------------------------------
        FIXED   AST High Yield Portfolio: seeks a      Pacific Investment
        INCOME  high level of current income and may       Management
                also consider the potential for           Company LLC
                capital appreciation. The Portfolio         (PIMCO)
                invests, under normal circumstances,
                at least 80% of its net assets plus
                any borrowings for investment
                purposes (measured at time of
                purchase) in high yield, fixed-income
                securities that, at the time of
                purchase, are non-investment grade
                securities. Such securities are
                commonly referred to as "junk bonds".
       ------------------------------------------------------------------
        INTER-  AST JPMorgan International Equity         J.P. Morgan
       NATIONAL Portfolio: seeks long-term capital         Investment
        EQUITY  growth by investing in a diversified    Management Inc.
                portfolio of international equity
                securities. The Portfolio seeks to
                meet its objective by investing,
                under normal market conditions, at
                least 80% of its assets in a
                diversified portfolio of equity
                securities of companies located or
                operating in developed non-U.S.
                countries and emerging markets of the
                world. The equity securities will
                ordinarily be traded on a recognized
                foreign securities exchange or traded
                in a foreign over-the-counter market
                in the country where the issuer is
                principally based, but may also be
                traded in other countries including
                the United States.
       ------------------------------------------------------------------
        LARGE   AST Large-Cap Value Portfolio: seeks      Dreman Value
         CAP    current income and long-term growth     Management LLC,
        VALUE   of income, as well as capital             Hotchkis and
                appreciation. The Portfolio invests,     Wiley Capital
                under normal circumstances, at least    Management LLC;
                80% of its net assets in common           J.P. Morgan
                stocks of large cap U.S. companies.        Investment
                The Portfolio focuses on common         Management, Inc.
                stocks that have a high cash dividend
                or payout yield relative to the
                market or that possess relative value
                within sectors.
       ------------------------------------------------------------------
        FIXED   AST Lord Abbett Bond-Debenture           Lord, Abbett &
        INCOME  Portfolio: seeks high current income        Co. LLC
                and the opportunity for capital
                appreciation to produce a high total
                return. To pursue its objective, the
                Portfolio will invest, under normal
                circumstances, at least 80% of the
                value of its assets in fixed income
                securities and normally invests
                primarily in high yield and
                investment grade debt securities,
                securities convertible into common
                stock and preferred stocks. The
                Portfolio may find good value in high
                yield securities, sometimes called
                "lower-rated bonds" or "junk bonds,"
                and frequently may have more than
                half of its assets invested in those
                securities. At least 20% of the
                Portfolio's assets must be invested
                in any combination of investment
                grade debt securities, U.S.
                Government securities and cash
                equivalents. The Portfolio may also
                make significant investments in
                mortgage-backed securities. Although
                the Portfolio expects to maintain a
                weighted average maturity in the
                range of five to twelve years, there
                are no restrictions on the overall
                Portfolio or on individual
                securities. The Portfolio may invest
                up to 20% of its net assets in equity
                securities.
       ------------------------------------------------------------------
        LARGE   AST Marsico Capital Growth Portfolio:   Marsico Capital
         CAP    seeks capital growth. Income            Management, LLC
        GROWTH  realization is not an investment
                objective and any income realized on
                the Portfolio's investments,
                therefore, will be incidental to the
                Portfolio's objective. The Portfolio
                will pursue its objective by
                investing primarily in common stocks
                of larger, more established
                companies. In selecting investments
                for the Portfolio, the Sub-advisor
                uses an approach that combines "top
                down" economic analysis with "bottom
                up" stock selection. The "top down"
                approach identifies sectors,
                industries and companies that may
                benefit from the trends the
                Sub-advisor has observed. The
                Sub-advisor then looks for individual
                companies with earnings growth
                potential that may not be recognized
                by the market at large, utilizing a
                "bottom up" stock selection process.
                The Portfolio will normally hold a
                core position of between 35 and 50
                common stocks. The Portfolio may hold
                a limited number of additional common
                stocks at times when the Portfolio
                manager is accumulating new
                positions, phasing out existing or
                responding to exceptional market
                conditions.
       ------------------------------------------------------------------


                                      33




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        INTER-  AST MFS Global Equity Portfolio:         Massachusetts
       NATIONAL seeks capital growth. Under normal     Financial Services
        EQUITY  circumstances the Portfolio invests         Company
                at least 80% of its assets in equity
                securities of U.S. and foreign
                issuers (including issuers in
                developing countries). While the
                portfolio may invest its assets in
                companies of any size, the Portfolio
                generally focuses on companies with
                large capitalizations.
       ------------------------------------------------------------------
        LARGE   AST MFS Growth Portfolio: seeks          Massachusetts
         CAP    long-term capital growth and future    Financial Services
        GROWTH  income. Under normal market                 Company
                conditions, the Portfolio invests at
                least 80% of its total assets in
                common stocks and related securities,
                such as preferred stocks, convertible
                securities and depositary receipts,
                of companies. The Sub-advisor focuses
                on investing the Portfolio's assets
                in the stock of companies it believes
                to have above average earnings growth
                potential compared to other companies
                (growth companies). The Portfolio may
                invest up to 35% of its net assets in
                foreign securities.
       ------------------------------------------------------------------
       MID CAP  AST Mid Cap Value Portfolio: seeks to       EARNEST
        VALUE   provide capital growth by investing      Partners LLC/
                primarily in mid-capitalization          WEDGE Capital
                stocks that appear to be undervalued.   Management, LLP
                The Portfolio has a non-fundamental
                policy to invest, under normal
                circumstances, at least 80% of the
                value of its net assets in
                mid-capitalization companies.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
        GROWTH  Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. The
                Sub-adviser looks for fast-growing
                companies that are in new or rapidly
                evolving industries.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Value      Neuberger Berman
        VALUE   Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. For
                purposes of the Portfolio, companies
                with equity market capitalizations
                that fall within the range of the
                Russell Midcap(R) Index at the time
                of investment are considered mid-cap
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies. Under
                the Portfolio's value-oriented
                investment approach, the Sub-advisor
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
       ------------------------------------------------------------------
        FIXED   AST PIMCO Limited Maturity Bond        Pacific Investment
        INCOME  Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital and prudent investment           (PIMCO)
                management. The Portfolio will invest
                in a diversified portfolio of
                fixed-income investment instruments
                of varying maturities. The average
                portfolio duration of the Portfolio
                generally will vary within a one- to
                three-year time frame based on the
                Sub-advisor's forecast for interest
                rates.
       ------------------------------------------------------------------
        ASSET   AST Preservation Asset Allocation             AST
       ALLOCA-  Portfolio: seeks the highest               Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk           Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 27.5% to 42.5% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 57.5% to 72.5% of its
                net assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       ------------------------------------------------------------------
        SMALL   AST Small-Cap Value Portfolio: seeks      ClearBridge
         CAP    to provide long-term capital growth      Advisors, LLC;
        VALUE   by investing primarily in                 Dreman Value
                small-capitalization stocks that        Management LLC;
                appear to be undervalued. The             J.P. Morgan
                Portfolio will have a non-fundamental      Investment
                policy to invest, under normal         Management, Inc.;
                circumstances, at least 80% of the         Lee Munder
                value of its net assets in small        Investments, Ltd
                capitalization stocks. The Portfolio
                will focus on common stocks that
                appear to be undervalued.
       ------------------------------------------------------------------


                                      34




      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
      --------------------------------------------------------------------
        ASSET   AST T. Rowe Price Asset Allocation        T. Rowe Price
       ALLOCA-  Portfolio: seeks a high level of        Associates, Inc.
        TION/   total return by investing primarily
      BALANCED  in a diversified portfolio of fixed
                income and equity securities. The
                Portfolio normally invests
                approximately 60% of its total assets
                in equity securities and 40% in fixed
                income securities. This mix may vary
                depending on the sub-advisor's
                outlook for the markets. The
                Sub-advisor concentrates common stock
                investments in larger, more
                established companies, but the
                Portfolio may include small and
                medium-sized companies with good
                growth prospects. The fixed income
                portion of the Portfolio will be
                allocated among investment grade
                securities, high yield or "junk"
                bonds, emerging market securities,
                foreign high quality debt securities
                and cash reserves.
      --------------------------------------------------------------------
        FIXED   AST T. Rowe Price Global Bond             T. Rowe Price
       INCOME   Portfolio: seeks to provide high       International, Inc.
                current income and capital growth by
                investing in high-quality foreign and
                U.S. dollar-denominated bonds. The
                Portfolio will invest at least 80% of
                its total assets in fixed income
                securities, including high quality
                bonds issued or guaranteed by U.S. or
                foreign governments or their agencies
                and by foreign authorities, provinces
                and municipalities as well as
                investment grade corporate bonds and
                mortgage and asset-backed securities
                of U.S. and foreign issuers. The
                Portfolio generally invests in
                countries where the combination of
                fixed-income returns and currency
                exchange rates appears attractive,
                or, if the currency trend is
                unfavorable, where the Sub-advisor
                believes that the currency risk can
                be minimized through hedging. The
                Portfolio may also invest up to 20%
                of its assets in the aggregate in
                below investment-grade, high-risk
                bonds ("junk bonds"). In addition,
                the Portfolio may invest up to 30% of
                its assets in mortgage-related
                (including derivatives, such as
                collateralized mortgage obligations
                and stripped mortgage securities) and
                asset-backed securities.
      --------------------------------------------------------------------
      SPECIALTY AST T. Rowe Price Natural Resources       T. Rowe Price
                Portfolio: seeks long-term capital      Associates, Inc.
                growth primarily through the common
                stocks of companies that own or
                develop natural resources (such as
                energy products, precious metals and
                forest products) and other basic
                commodities. The Portfolio normally
                invests primarily (at least 80% of
                its total assets) in the common
                stocks of natural resource companies.
                The Portfolio looks for companies
                that have the ability to expand
                production, to maintain superior
                exploration programs and production
                facilities, and the potential to
                accumulate new resources. At least
                50% of Portfolio assets will be
                invested in U.S. securities, up to
                50% of total assets also may be
                invested in foreign securities.
      --------------------------------------------------------------------
                  GARTMORE VARIABLE INSURANCE TRUST
      --------------------------------------------------------------------
       INTER-   GVIT Developing Markets: seeks           NWD Management
      NATIONAL  long-term capital appreciation, under   & Research Trust/
       EQUITY   normal conditions by investing at        Gartmore Global
                least 80% of its total assets in            Partners
                stocks of companies of any size based
                in the world's developing economies.
                Under normal market conditions,
                investments are maintained in at
                least six countries at all times and
                no more than 35% of total assets in
                any single one of them.
      --------------------------------------------------------------------
                         JANUS ASPEN SERIES
      --------------------------------------------------------------------
        LARGE   Janus Aspen Series: Large Cap Growth      Janus Capital
         CAP    Portfolio - Service Shares: seeks        Management LLC
       GROWTH   long-term growth of capital in a
                manner consistent with the
                preservation of capital. The
                Portfolio invests at least 80% of its
                net assets plus the amount of any
                borrowings for investment purposes in
                common stocks of large-sized
                companies. Large-sized companies are
                those whose market capitalizations
                fall within the range of companies in
                the Russell 1000 Index at the time of
                purchase.
      --------------------------------------------------------------------


                                      35




 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued





 FIXED INTEREST RATE OPTIONS
 We offer two fixed interest rate options:

..   a one-year fixed interest rate option, and
..   a dollar cost averaging fixed rate option (DCA Fixed Rate Option).


 When you select one of these options, your payment will earn interest at the
 established rate for the applicable interest rate period. A new interest rate
 period is established every time you allocate or transfer money into a fixed
 interest rate option. (You may not transfer amounts from other investment
 options into the DCA Fixed Rate Option.) You may have money allocated in more
 than one interest rate period at the same time. This could result in your
 money earning interest at different rates and each interest rate period
 maturing at a different time. While these interest rates may change from time
 to time, they will not be less than the minimum interest rate dictated by
 applicable state law. We may offer lower interest rates for Contracts With
 Credit than for Contracts Without Credit. The interest rates we pay on the
 fixed interest rate options may be influenced by the asset-based charges
 assessed against the Separate Account.


 Payments allocated to the fixed interest rate options become part of Pruco
 Life's general assets.

 One-Year Fixed Interest Rate Option
 We set a one-year base guaranteed annual interest rate for the one-year fixed
 interest rate option. Additionally, we may provide a higher interest rate on
 each purchase payment allocated to this option for the first year after the
 payment. This higher interest rate will not apply to amounts transferred from
 other investment options within the contract or amounts remaining in this
 option for more than one year.

 Dollar Cost Averaging Fixed Rate Option
 You may allocate all or part of any purchase payment to the DCA Fixed Rate
 Option. Under this option, you automatically transfer amounts over a stated
 period (currently, six or twelve months) from the DCA Fixed Rate Option to the
 variable investment options and/or to the one-year fixed interest rate option,
 as you select. We will invest the assets you allocate to the DCA Fixed Rate
 Option in our general account until they are transferred. You may not transfer
 from other investment options to the DCA Fixed Rate Option. Transfers to the
 one-year fixed interest rate option will remain in the general account.

 If you choose to allocate all or part of a purchase payment to the DCA Fixed
 Rate Option, the minimum amount of the purchase payment you may allocate is
 $2,000. The first periodic transfer will occur on the date you allocate your
 purchase payment to the DCA Fixed Rate Option. Subsequent transfers will occur
 on the monthly anniversary of the first transfer. Currently, you may choose to
 have the purchase payment allocated to the DCA Fixed Rate Option transferred
 to the selected variable investment options, or to the one-year fixed interest
 rate option in either six or twelve monthly installments, and you may not
 change that number of monthly installments after you have chosen the DCA Fixed
 Rate Option. You may allocate to both the six-month and twelve-month options.
 (In the future, we may make available other numbers of transfers and other
 transfer schedules - for example, quarterly as well as monthly.)

 If you choose a six-payment transfer schedule, each transfer generally will
 equal  1/6th of the amount you allocated to the DCA Fixed Rate Option, and if
 you choose a twelve-payment transfer schedule, each transfer generally will
 equal  1/12th of the amount you allocated to the DCA Fixed Rate Option. In
 either case, the final transfer amount generally will also include the
 credited interest. You may change at any time the investment options into
 which the DCA Fixed Rate Option assets are transferred. You may make a one
 time transfer of the remaining value out of your DCA Fixed Rate Option, if you
 so choose. Transfers from the DCA Fixed Rate Option do not count toward the
 maximum number of free transfers allowed under the contract.

 If you make a withdrawal or have a fee assessed from your contract, and all or
 part of that withdrawal or fee comes out of the DCA Fixed Rate Option, we will
 recalculate the periodic transfer amount to reflect the change. This
 recalculation may include some or all of the interest credited to the date of
 the next scheduled transfer. If a withdrawal or fee assessment reduces the
 monthly transfer amount below $100, we will transfer the remaining balance in
 the DCA Fixed Rate Option on the next scheduled transfer date.

 By investing amounts on a regular basis instead of investing the total amount
 at one time, the DCA Fixed Rate Option may decrease the effect of market
 fluctuation on the investment of your purchase payment. Of course, dollar cost
 averaging cannot ensure a profit or protect against loss in a declining market.

 MARKET VALUE ADJUSTMENT OPTION
 Under the Market Value Adjustment Option, we may offer one or more of several
 guarantee periods provided that the interest rate we are able to declare will
 be no less than the minimum interest rate dictated by applicable state law
 with respect to any guarantee period. We may offer fewer available guarantee
 periods in Contracts With Credit than in Contracts Without Credit. This option
 is

                                      36



 not available for contracts issued in some states. Please see your contract.
 The Market Value Adjustment Option is registered separately from the variable
 investment options, and the amount of market value adjustment option
 securities registered is stated in that registration statement.

 If amounts are withdrawn from a guarantee period, other than during the 30-day
 period immediately following the end of the guarantee period, they will be
 subject to a market value adjustment even if they are not subject to a
 withdrawal charge.

 You will earn interest on your invested purchase payment at the rate that we
 have declared for the guarantee period you have chosen. You must invest at
 least $1,000 if you choose this option. We may offer lower interest rates for
 Contracts With Credit than for Contracts Without Credit.

 We refer to interest rates as annual rates, although we credit interest within
 each guarantee period on a daily basis. The daily interest that we credit is
 equal to the pro rated portion of the interest that would be earned on an
 annual basis. We credit interest from the business day on which your purchase
 payment is received in good order at the Prudential Annuity Service Center
 until the earliest to occur of any of the following events: (a) full surrender
 of the contract, (b) commencement of annuity payments or settlement, (c) end
 of the guarantee period, (d) transfer of the value in the guarantee period,
 (e) payment of a death benefit, or (f) the date the amount is withdrawn.

 During the 30-day period immediately following the end of a guarantee period,
 we allow you to do any of the following, without the imposition of the market
 value adjustment:

 (a)withdraw or transfer the value of the guarantee period,
 (b)allocate the value to another available guarantee period or other
    investment option (provided that the new guarantee period ends prior to the
    annuity date). You will receive the interest rate applicable on the date we
    receive your instruction, or
 (c)apply the value in the guarantee period to the annuity or settlement option
    of your choice.


 If we do not receive instructions from you concerning the disposition of the
 Contract Value in your maturing guarantee period, we will reinvest the amount
 in the Prudential Money Market Portfolio investment option.


 During the 30-day period immediately following the end of the guarantee
 period, or until you elect to do (a), (b) or (c) listed immediately above, you
 will receive the current interest rate applicable to the guarantee period
 having the same duration as the guarantee period that just matured, which is
 offered on the day immediately following the end of the matured guarantee
 period. However, if at that time we do not offer a guarantee period with the
 same duration as that which matured, you will then receive the current
 interest rate applicable to the shortest guarantee period then offered.

 Under the market value adjustment option, while your money remains in the
 contract for the full guarantee period, your principal amount is guaranteed by
 us and the interest amount that your money will earn is guaranteed by us to be
 at least the minimum interest rate dictated by applicable state law.

 Payments allocated to the market value adjustment option are held as a
 separate pool of assets. Any gains or losses experienced by these assets will
 not directly affect the contracts. The strength of our guarantees under these
 options is based on the overall financial strength of Pruco Life.

 Market Value Adjustment

 When you allocate a purchase payment or transfer Contract Value to a guarantee
 period, we use that money to buy and sell securities and other instruments to
 support our obligation to pay interest. Generally, we buy bonds for this
 purpose. The duration of the bonds and other instruments that we buy with
 respect to a particular guarantee period is influenced significantly by the
 length of the guarantee period. For example, we typically would acquire
 longer-duration bonds with respect to the 10 year guarantee period than we do
 for the 3 year guarantee period. The value of these bonds is affected by
 changes in interest rates, among other factors. The market value adjustment
 that we assess against your Contract Value if you withdraw or transfer outside
 the 30-day period discussed above involves our attributing to you a portion of
 our investment experience on these bonds and other instruments.

 For example, if you make a full withdrawal when interest rates have risen
 since the time of your investment, the bonds and other investments in the
 guarantee period likely would have decreased in value, meaning that we would
 impose a "negative" market value adjustment on you (i.e., one that results in
 a reduction of the withdrawal proceeds that you receive). For a partial
 withdrawal, we would deduct a negative market value adjustment from your
 remaining Contract Value. Conversely, if interest rates have decreased, the
 market value adjustment would be positive.


                                      37




 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued



 Other things you should know about the market value adjustment include the
 following:

..   We determine the market value adjustment according to a mathematical
    formula, which is set forth at the end of this prospectus under the heading
    "Market-Value Adjustment Formula." In that section of the prospectus, we
    also provide hypothetical examples of how the formula works.
..   A negative market value adjustment could cause you to lose not only the
    interest you have earned but also a portion of your principal.

..   In addition to imposing a market value adjustment on withdrawals, we also
    will impose a market value adjustment on the Contract Value you apply to an
    annuity or settlement option, unless you annuitize within the 30-day period
    discussed above. The laws of certain states may prohibit us from imposing a
    market value adjustment on the annuity date.


 You should realize, however, that apart from the market value adjustment, the
 value of the benefit in your guarantee period does not depend on the
 investment performance of the bonds and other instruments that we hold with
 respect to your guarantee period. apart from the effect of any market value
 adjustment, we do not pass through to you the gains or losses on the bonds and
 other instruments that we hold in connection with a guarantee period.

 TRANSFERS AMONG OPTIONS

 Subject to certain restrictions, you can transfer money among the variable
 investment options and the one-year fixed interest rate option. The minimum
 transfer amount is the lesser of $250 or the amount in the investment option
 from which the transfer is to be made. In addition, you can transfer your
 Contract Value out of a market value adjustment guarantee period into another
 market value adjustment guarantee period, into a variable investment option,
 or into a one-year fixed interest rate option, although a market value
 adjustment will apply to any transfer you make outside the 30-day period
 discussed above. You may transfer Contract Value into the market value
 adjustment option at any time, provided it is at least $1,000.


 In general, you may make your transfer request by telephone, electronically,
 or otherwise in paper form to the Prudential Annuity Service Center. We have
 procedures in place to confirm that instructions received by telephone or
 electronically are genuine. We will not be liable for following unauthorized
 telephone or electronic instructions that we reasonably believed to be
 genuine. Your transfer request will take effect at the end of the business day
 on which it was received in good order by us, or by certain entities that we
 have specifically designated. Our business day generally closes at 4:00 p.m.
 Eastern time. Our business day may close earlier, for example if regular
 trading on the New York Stock Exchange closes early. Transfer requests
 received after the close of the business day will take effect at the end of
 the next business day.

 With regard to the Market Value Adjustment Option, you can specify the
 guarantee period from which you wish to transfer. If you request a transfer
 from the market value adjustment option, but you do not specify the guarantee
 period from which funds are to be taken, then we will transfer funds from the
 guarantee period that has the least time remaining until its maturity date.

 You can make transfers out of a fixed interest rate option, other than the DCA
 fixed rate option, only during the 30-day period following the end of the one
 year interest rate period. Transfers from the DCA fixed rate option are made
 on a periodic basis for the period that you select.


 During the contract accumulation phase, you can make up to 12 transfers each
 contract year, among the investment options, without charge. (As noted in the
 fee table, we have different transfer rules under the beneficiary continuation
 option). Currently we charge $25 for each transfer after the twelfth in a
 contract year, and we have the right to increase this charge up to $30.
 (Dollar Cost Averaging and Auto- Rebalancing transfers do not count toward the
 12 free transfers per year.)


 For purposes of the 12 free transfers per year that we allow, we will treat
 multiple transfers that are submitted on the same business day as a single
 transfer.

 ADDITIONAL TRANSFER RESTRICTIONS
 We limit your ability to transfer among your contract's variable investment
 options as permitted by applicable law. We impose a yearly restriction on
 transfers. Specifically, once you have made 20 transfers among the subaccounts
 during a contract year, we will accept any additional transfer request during
 that year only if the request is submitted to us in writing with an original
 signature and otherwise is in good order. For purposes of this transfer
 restriction, we (i) do not view a facsimile transmission as a "writing",
 (ii) will treat multiple transfer requests submitted on the same business day
 as a single transfer, and (iii) do not count any transfer that involves one of
 our systematic programs, such as asset allocation and automated withdrawals.

 Frequent transfers among variable investment options in response to short-term
 fluctuations in markets, sometimes called "market timing," can make it very
 difficult for a portfolio manager to manage an underlying mutual fund's
 investments. Frequent transfers

                                      38



 may cause the fund to hold more cash than otherwise necessary, disrupt
 management strategies, increase transaction costs, or affect performance. For
 those reasons, the contract was not designed for persons who make programmed,
 large, or frequent transfers.

 In light of the risks posed to contract owners and other fund investors by
 frequent transfers, we reserve the right to limit the number of transfers in
 any contract year for all existing or new contract owners, and to take the
 other actions discussed below. We also reserve the right to limit the number
 of transfers in any contract year or to refuse any transfer request for an
 owner or certain owners if: (a) we believe that excessive transfer activity
 (as we define it) or a specific transfer request or group of transfer requests
 may have a detrimental effect on accumulation unit values or the share prices
 of the underlying mutual funds; or (b) we are informed by a fund (e.g., by the
 fund's portfolio manager) that the purchase or redemption of fund shares must
 be restricted because the fund believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected fund. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular underlying mutual fund. In furtherance of our
 general authority to restrict transfers as described above, and without
 limiting other actions we may take in the future, we have adopted the
 following specific restrictions:

..   With respect to each variable investment option (other than the Prudential
    Money Market Portfolio), we track amounts exceeding a certain dollar
    threshold that were transferred into the option. If you transfer such
    amount into a particular variable investment option, and within 30 calendar
    days thereafter transfer (the "Transfer Out") all or a portion of that
    amount into another variable investment option, then upon the Transfer Out,
    the former variable investment option becomes restricted (the "Restricted
    Option"). Specifically, we will not permit subsequent transfers into the
    Restricted Option for 90 calendar days after the Transfer Out if the
    Restricted Option invests in a non-international fund, or 180 calendar days
    after the Transfer Out if the Restricted Option invests in an international
    fund. For purposes of this rule, we do not (i) count transfers made in
    connection with one of our systematic programs, such as asset allocation
    and automated withdrawals and (ii) categorize as a transfer the first
    transfer that you make after the contract date, if you make that transfer
    within 30 calendar days after the contract date. Even if an amount becomes
    restricted under the foregoing rules, you are still free to redeem the
    amount from your contract at any time.
..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving a variable
    investment option on the business day subsequent to the business day on
    which the exchange request was received. Before implementing such a
    practice, we would issue a separate written notice to contract owners that
    explains the practice in detail. In addition, if we do implement a delayed
    exchange policy, we will apply the policy on a uniform basis to all
    contracts in the relevant class.

..   The portfolios may have adopted their own policies and procedures with
    respect to excessive trading of their respective shares, and we reserve the
    right to enforce these policies and procedures. The prospectuses for the
    portfolios describe any such policies and procedures, which may be more or
    less restrictive than the policies and procedures we have adopted. Under
    SEC rules, we are required to: (1) enter into a written agreement with each
    portfolio or its principal underwriter that obligates us to provide to the
    portfolio promptly upon request certain information about the trading
    activity of individual contract owners, and (2) execute instructions from
    the portfolio to restrict or prohibit further purchases or transfers by
    specific contract owners who violate the excessive trading policies
    established by the portfolio. In addition, you should be aware that some
    portfolios may receive "omnibus" purchase and redemption orders from other
    insurance companies or intermediaries such as retirement plans. The omnibus
    orders reflect the aggregation and netting of multiple orders from
    individual owners of variable insurance contracts and/or individual
    retirement plan participants. The omnibus nature of these orders may limit
    the portfolios in their ability to apply their excessive trading policies
    and procedures. In addition, the other insurance companies and/or
    retirement plans may have different policies and procedures or may not have
    any such policies and procedures because of contractual limitations. For
    these reasons, we cannot guarantee that the portfolios (and thus contract
    owners) will not be harmed by transfer activity relating to other insurance
    companies and/or retirement plans that may invest in the portfolios.
..   A portfolio also may assess a short term trading fee in connection with a
    transfer out of the variable investment option investing in that portfolio
    that occurs within a certain number of days following the date of
    allocation to the variable investment option. Each portfolio determines the
    amount of the short term trading fee and when the fee is imposed. The fee
    is retained by or paid to the portfolio and is not retained by us. The fee
    will be deducted from your Contract Value, to the extent permitted by law.
    At present, no Portfolio has adopted a short-term trading fee.

..   If we deny one or more transfer requests under the foregoing rules, we will
    inform you promptly of the circumstances concerning the denial.
..   We will not implement these rules in jurisdictions that have not approved
    contract language authorizing us to do so, or may implement different rules
    in certain jurisdictions if required by such jurisdictions. Contract owners
    in jurisdictions with such limited transfer restrictions, and contract
    owners who own variable life insurance or variable annuity contracts
    (regardless of jurisdiction) that do not impose the above-referenced
    transfer restrictions, might make more numerous and frequent transfers than
    contract owners who are subject to such limitations. Because contract
    owners who are not subject to the same transfer restrictions may have the
    same underlying mutual fund portfolios available to them, unfavorable
    consequences associated with such frequent trading within the underlying
    mutual fund (e.g., greater portfolio turnover, higher transaction costs, or
    performance or tax issues) may affect all contract owners. Apart from
    jurisdiction-specific and contract differences in transfer restrictions, we
    will apply these rules uniformly, and will not waive a transfer restriction
    for any contract owner.

                                      39



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 Although our transfer restrictions are designed to prevent excessive
 transfers, they are not capable of preventing every potential occurrence of
 excessive transfer activity.

 DOLLAR COST AVERAGING
 The dollar cost averaging (DCA) feature (which is distinct from the DCA Fixed
 Rate Option) allows you to systematically transfer either a fixed dollar
 amount or a percentage out of any variable investment option into any other
 variable investment options or the one-year fixed interest rate option. You
 can have these automatic transfers occur monthly, quarterly, semiannually or
 annually. By investing amounts on a regular basis instead of investing the
 total amount at one time, dollar cost averaging may decrease the effect of
 market fluctuation on the investment of your purchase payment. Of course,
 dollar cost averaging cannot ensure a profit or protect against loss in
 declining markets.

 Transfers will be made automatically on the schedule you choose until the
 entire amount you chose to have transferred has been transferred or until you
 tell us to discontinue the transfers. You can allocate subsequent purchase
 payments to be transferred under this option at any time.

 Your transfers will occur on the last calendar day of each transfer period you
 have selected, provided that the New York Stock Exchange is open on that date.
 If the New York Stock Exchange is not open on a particular transfer date, the
 transfer will take effect on the next business day.

 Any dollar cost averaging transfers you make do not count toward the 12 free
 transfers you are allowed each contract year. The dollar cost averaging
 feature is available only during the contract accumulation phase and is
 offered without charge.

 ASSET ALLOCATION PROGRAM
 We recognize the value of having asset allocation models when deciding how to
 allocate your purchase payments among the investment options. If you choose to
 participate in the Asset Allocation Program, your representative will give you
 a questionnaire to complete that will help determine a program that is
 appropriate for you. Your asset allocation will be prepared based on your
 answers to the questionnaire. You will not be charged for this service, and
 you are not obligated to participate or to invest according to program
 recommendations.

 Asset allocation is a sophisticated method of diversification which allocates
 assets among classes in order to manage investment risk and enhance returns
 over the long term. However, asset allocation does not guarantee a profit or
 protect against a loss. You are not obligated to participate or to invest
 according to the program recommendations. We do not intend to provide any
 personalized investment advice in connection with these programs and you
 should not rely on these programs as providing individualized investment
 recommendations to you. The asset allocation programs do not guarantee better
 investment results. We reserve the right to terminate or change the asset
 allocation programs at any time. You should consult your representative before
 electing any asset allocation program.

 AUTO-REBALANCING
 Once your money has been allocated among the variable investment options, the
 actual performance of the investment options may cause your allocation to
 shift. For example, an investment option that initially holds only a small
 percentage of your assets could perform much better than another investment
 option. Over time, this option could increase to a larger percentage of your
 assets than you desire. You can direct us to automatically rebalance your
 assets to return to your original allocation percentage or to a subsequent
 allocation percentage you select. We will rebalance only the variable
 investment options that you have designated. If you also participate in the
 DCA feature, then the variable investment option from which you make the DCA
 transfers will not be rebalanced.

 You may choose to have your rebalancing occur monthly, quarterly,
 semiannually, or annually. The rebalancing will occur on the last calendar day
 of the period you have chosen, provided that the New York Stock Exchange is
 open on that date. If the New York Stock Exchange is not open on that date,
 the rebalancing will take effect on the next business day.

 Any transfers you make because of auto-rebalancing are not counted toward the
 12 free transfers you are allowed per year. This feature is available only
 during the contract accumulation phase, and is offered without charge. If you
 choose auto-rebalancing and dollar cost averaging, auto-rebalancing will take
 place after the transfers from your DCA account.

 SCHEDULED TRANSACTIONS

 Scheduled transactions include transfers under dollar cost averaging, the
 asset allocation program, auto-rebalancing, systematic withdrawals, systematic
 investments, required minimum distributions, substantially equal periodic
 payments under Section 72(t) or 72(q) of the Internal Revenue Code of 1986, as
 amended (Code), and annuity payments. Scheduled transactions are processed and
 valued as of the date they are scheduled, unless the scheduled day is not a
 business day. In that case, the transaction will be


                                      40




 processed and valued on the next business day, unless (with respect to
 required minimum distributions, substantially equal periodic payments under
 Section 72(t) or 72(q) of the Code, and annuity payments only), the next
 business day falls in the subsequent calendar year, in which case the
 transaction will be processed and valued on the prior business day.


 VOTING RIGHTS
 We are the legal owner of the shares of the underlying mutual funds used by
 the variable investment options. However, we vote the shares of the mutual
 funds according to voting instructions we receive from contract owners. When a
 vote is required, we will mail you a proxy which is a form that you need to
 complete and return to us to tell us how you wish us to vote. When we receive
 those instructions, we will vote all of the shares we own on your behalf in
 accordance with those instructions. We will vote fund shares for which we do
 not receive instructions, and any other shares that we own in our own right,
 in the same proportion as shares for which we receive instructions from
 contract owners. This voting procedure is sometimes referred to as "mirror
 voting" because, as indicated in the immediately preceding sentence, we mirror
 the votes that are actually cast, rather than decide on our own how to vote.
 In addition, because all the shares of a given mutual fund held within our
 separate account are legally owned by us, we intend to vote all of such shares
 when that underlying fund seeks a vote of its shareholders. As such, all such
 shares will be counted towards whether there is a quorum at the underlying
 fund's shareholder meeting and towards the ultimate outcome of the vote. We
 may change the way your voting instructions are calculated if it is required
 or permitted by federal or state regulation.

 SUBSTITUTION
 We may substitute one or more of the underlying mutual funds used by the
 variable investment options. We may also cease to allow investments in
 existing funds. We would not do this without the approval of the Securities
 and Exchange Commission (SEC) and any necessary state insurance departments.
 You will be given specific notice in advance of any substitution we intend to
 make.

 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION)

 PAYMENT PROVISIONS
 We can begin making annuity payments any time on or after the third contract
 anniversary (or as required by state law if different). Annuity payments must
 begin no later than the contract anniversary coinciding with or next following
 the annuitant's 95/th/ birthday (unless we agree to another date).

 Upon annuitization, any value in a guarantee period of the market value
 adjustment option may be subject to a market value adjustment.

 The Strategic Partners Annuity One 3 variable annuity contract offers an
 optional Guaranteed Minimum Income Benefit, which we describe below. Your
 annuity options vary depending upon whether you choose this benefit.

 Depending upon the annuity option you choose, you may incur a withdrawal
 charge when the income phase begins. Currently, if permitted by state law, we
 deduct any applicable withdrawal charge if you choose Option 1 for a period
 shorter than five years, Option 3, or certain other annuity options that we
 may make available. We do not deduct a withdrawal charge if you choose
 Option 1 for a period of five years or longer or Option 2. For information
 about withdrawal charges, see Section 8, "What Are The Expenses Associated
 With The Strategic Partners Annuity One 3 Contract?"


 Please note that annuitization essentially involves converting your Contract
 Value to an annuity payment stream, the length of which depends on the terms
 of the applicable annuity option. Thus, once annuity payments begin, your
 death benefit is determined solely under the terms of the applicable annuity
 payment option, and you no longer participate in any optional living benefit
 (unless you have annuitized under that benefit).


 PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT
 We make the income plans described below available at any time before the
 annuity date. These plans are called "annuity options" or "settlement
 options." During the income phase, all of the annuity options under this
 contract are fixed annuity options. This means that your participation in the
 variable investment options ends on the annuity date. If an annuity option is
 not selected by the annuity date, the Life Income Annuity Option (Option 2,
 described below) will automatically be selected unless prohibited by
 applicable law. GENERALLY, ONCE THE ANNUITY PAYMENTS BEGIN, THE ANNUITY OPTION
 CANNOT BE CHANGED AND YOU CANNOT MAKE WITHDRAWALS. IN ADDITION TO THE ANNUITY
 PAYMENT OPTIONS DISCUSSED IN THIS SECTION, PLEASE NOTE THAT IF YOU CHOOSE THE
 OPTIONAL LIFETIME FIVE INCOME BENEFIT, THERE ARE ADDITIONAL ANNUITY PAYMENT
 OPTIONS THAT ARE ASSOCIATED WITH THAT BENEFIT. SEE SECTION 5 OF THIS
 PROSPECTUS FOR ADDITIONAL DETAILS.

                                      41



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued




 Option 1
 Annuity Payments for a Fixed Period: Under this option, we will make equal
 payments for the period chosen, up to 25 years (but not to exceed life
 expectancy). The annuity payments may be made monthly, quarterly,
 semiannually, or annually, as you choose, for the fixed period. If the
 annuitant dies during the income phase, payments will continue to the
 beneficiary for the remainder of the fixed period or, if the beneficiary so
 chooses, we will make a single lump-sum payment. The amount of the lump sum
 payment is determined by calculating the present value of the unpaid future
 payments. This is done by using the interest rate used to compute the actual
 payments. The interest rate will be at least 3% a year.

 Option 2
 Life Income Annuity Option: Under this option, we will make annuity payments
 monthly, quarterly, semiannually, or annually as long as the annuitant is
 alive. If the annuitant dies before we have made 10 years worth of payments,
 we will pay the beneficiary in one lump sum the present value of the annuity
 payments scheduled to have been made over the remaining portion of that 10
 year period, unless we were specifically instructed that such remaining
 annuity payments continue to be paid to the beneficiary. The present value of
 the remaining annuity payments is calculated by using the interest rate used
 to compute the amount of the original 120 payments. The interest rate will be
 at least 3% a year.

 If an annuity option is not selected by the annuity date, this is the option
 we will automatically select for you, unless prohibited by applicable law. If
 the life income annuity option is prohibited by applicable law, then we will
 pay you a lump sum in lieu of this option.

 Option 3
 Interest Payment Option: Under this option, we will credit interest on the
 adjusted Contract Value until you request payment of all or part of the
 adjusted Contract Value. We can make interest payments on a monthly,
 quarterly, semiannual, or annual basis or allow the interest to accrue on your
 contract assets. Under this option, we will pay you interest at an effective
 rate of at least 3% a year. This option is not available if you hold your
 contract in an IRA.

 Under this option, all gain in the annuity will be taxable as of the annuity
 date, however, you can withdraw part or all of the Contract Value that we are
 holding at any time.

 Other Annuity Options: We currently offer a variety of other annuity options
 not described above. At the time annuity payments are chosen, we may make
 available to you any of the fixed annuity options that are offered at your
 annuity date.

 TAX CONSIDERATIONS
 If your contract is held under a tax-favored plan, you should consider the
 required minimum distribution rules under the tax law when selecting your
 annuity option.

 GUARANTEED MINIMUM INCOME BENEFIT
 The Guaranteed Minimum Income Benefit (GMIB), is an optional feature that
 guarantees that once the income period begins, your income payments will be no
 less than the GMIB protected value applied to the GMIB guaranteed annuity
 purchase rates. If you want the Guaranteed Minimum Income Benefit, you must
 elect it when you make your initial purchase payment. Once elected, the
 Guaranteed Minimum Income Benefit cannot be revoked. This feature may not be
 available in your state. You may not elect both GMIB and the Lifetime Five
 Income Benefit.

 The GMIB protected value is calculated daily and is equal to the GMIB roll-up
 until the GMIB roll-up either reaches its cap or if we stop applying the
 annual interest rate based on the age of the annuitant, number of contract
 anniversaries, or number of years since the last GMIB reset, as described
 below. At this point, the GMIB protected value will be increased by any
 subsequent invested purchase payments and reduced by the effect of withdrawals.

 The Guaranteed Minimum Income Benefit is subject to certain restrictions
 described below.

..   The annuitant must be 75 or younger in order for you to elect the
    Guaranteed Minimum Income Benefit.
..   If you choose the Guaranteed Minimum Income Benefit, we will impose an
    annual charge equal to 0.50% for contracts sold on or after January 20,
    2004, or upon subsequent state approval (0.45% for all other contracts), of
    the average GMIB protected value described below. The maximum GMIB charge
    is 1.00% of average GMIB protected value. Please note that the charge is
    calculated based on average GMIB protected value, not Contract Value. Thus,
    for example, the fee would not decline on account of a reduction in
    Contract Value. In some states this fee may be lower.

                                      42



..   Under the contract terms governing the GMIB, we can require GMIB
    participants to invest only in designated underlying mutual funds or can
    require GMIB participants to invest according to an asset allocation model.

..   TO TAKE ADVANTAGE OF THE GUARANTEED MINIMUM INCOME BENEFIT, YOU MUST WAIT A
    CERTAIN AMOUNT OF TIME BEFORE YOU BEGIN THE INCOME PHASE. THE WAITING
    PERIOD IS THE PERIOD EXTENDING FROM THE CONTRACT DATE TO THE 7/TH/ CONTRACT
    ANNIVERSARY BUT, IF THE GUARANTEED MINIMUM INCOME BENEFIT HAS BEEN RESET
    (AS DESCRIBED BELOW), THE WAITING PERIOD IS THE 7 YEAR PERIOD BEGINNING
    WITH THE DATE OF THE MOST RECENT RESET. IN LIGHT OF THIS WAITING PERIOD
    UPON RESETS, IT IS NOT RECOMMENDED THAT YOU RESET YOUR GUARANTEED MINIMUM
    INCOME BENEFIT IF THE REQUIRED BEGINNING DATE UNDER IRS REQUIRED MINIMUM
    DISTRIBUTION PROVISIONS WOULD COMMENCE DURING THE 7 YEAR WAITING PERIOD.
    SEE "REQUIRED MINIMUM DISTRIBUTIONS AND PAYMENT OPTIONS" IN SECTION 10 FOR
    ADDITIONAL INFORMATION ON IRS REQUIREMENTS.


 Once the waiting period has elapsed, you will have a 30-day period each year,
 beginning on the contract anniversary (or in the case of a reset, the
 anniversary of the most recent reset), during which you may begin the income
 phase with the Guaranteed Minimum Income Benefit by submitting the necessary
 forms in good order to the Prudential Annuity Service Center.

 GMIB Roll-Up

 The GMIB roll-up is equal to the invested purchase payments (after a reset,
 the Contract Value at the time of the reset), increased daily at an effective
 annual interest rate of 5% starting on the date each invested purchase payment
 is made, until the cap is reached (GMIB roll-up cap). We will reduce this
 amount by the effect of withdrawals. The GMIB roll-up cap is equal to two
 times each invested purchase payment (for a reset, two times the sum of
 (1) the Contract Value at the time of the reset, and (2) any invested purchase
 payments made subsequent to the reset).


 Even if the GMIB roll-up cap has not been reached, we will nevertheless stop
 increasing the GMIB roll-up value by the effective annual interest rate on the
 latest of:
..   the contract anniversary coinciding with or next following the annuitant's
    80/th/ birthday,
..   the 7/th/ contract anniversary, or
..   7 years from the most recent GMIB reset (as described below).

 However, even if we stop increasing the GMIB roll-up value by the effective
 annual interest rate, we will still increase the GMIB protected value by
 subsequent invested purchase payments, reduced proportionally by withdrawals.

 Effect of Withdrawals

 In any contract year when the GMIB protected value is increasing at the rate
 of 5%, withdrawals will first reduce the GMIB protected value on a
 dollar-for-dollar basis, by the same dollar amount of the withdrawal up to the
 first 5% of GMIB protected value calculated on the contract anniversary (or,
 during the first contract year, on the contract date). Any withdrawals made
 after the dollar-for-dollar limit has been reached will proportionally reduce
 the GMIB protected value. We calculate the proportional reduction by dividing
 the Contract Value after the withdrawal by the Contract Value immediately
 following the withdrawal of any available dollar-for-dollar amount. The
 resulting percentage is multiplied by the GMIB protected value after
 subtracting the amount of the withdrawal that does not exceed 5%. In each
 contract year during which the GMIB protected value has stopped increasing at
 the 5% rate, withdrawals will reduce the GMIB protected value proportionally.
 The GMIB roll-up cap is reduced by the sum of all reductions described above.


 The following examples of dollar-for-dollar and proportional reductions
 assume: 1.) the contract date and the effective date of the GMIB are
 January 1, 2006; 2.) an initial purchase payment of $250,000; 3.) an initial
 GMIB protected value of $250,000; 4.) an initial 200% cap of $500,000; and 5.)
 an initial dollar-for-dollar limit of $12,500 (5% of $250,000):

 Example 1. Dollar-for-dollar Reduction
 A $10,000 withdrawal is taken on February 1, 2006 (in the first contract
 year). No prior withdrawals have been taken. Immediately prior to the
 withdrawal, the GMIB protected value is $251,038.10 (the initial value
 accumulated for 31 days at an annual effective rate of 5%). As the amount
 withdrawn is less than the dollar-for-dollar limit:
..   The GMIB protected value is reduced by the amount withdrawn (i.e., by
    $10,000, from $251,038.10 to $241,038.10).
..   The GMIB 200% cap is reduced by the amount withdrawn (i.e., by $10,000,
    from $500,000 to $490,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first contract year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

                                      43



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued


 Example 2. Dollar-for-dollar and Proportional Reductions

 A second $10,000 withdrawal is taken on March 1, 2006 (still within the first
 contract year). Immediately before the withdrawal, the Contract Value is
 $220,000 and the GMIB protected value is $241,941.95. As the amount withdrawn
 exceeds the Remaining Limit of $2,500 from Example 1:

..   The GMIB protected value is first reduced by the Remaining Limit (from
    $241,941.95 to $239,441.95).
..   The result is then further reduced by the ratio of A to B, where:
    -- A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
       $7,500).

    -- B is the Contract Value less the Remaining Limit ($220,000 - $2,500, or
       $217,500). The resulting GMIB protected value is: $239,441.95 X (1 -
       ($7,500/$217,500)), or $231,185.33.

..   The GMIB 200% cap is reduced by the sum of all reductions above ($490,000 -
    $2,500 - $8,256.62, or $479,243.38).
..   The Remaining Limit is set to zero (0) for the balance of the first
    contract year.

 Example 3. Dollar-for-dollar Limit in Second Contract Year
 A $10,000 withdrawal is made on the first anniversary of the contract date,
 January 1, 2007 (second contract year). Prior to the withdrawal, the GMIB
 protected value is $240,837.69. The dollar-for-dollar limit is equal to 5% of
 this amount, or $12,041.88. As the amount withdrawn is less than the
 dollar-for-dollar limit:
..   The GMIB protected value is reduced by the amount withdrawn (i.e., reduced
    by $10,000, from $240,837.69 to $230,837.69).
..   The GMIB 200% cap is reduced by the amount withdrawn (i.e., by $10,000,
    from $479,243.38 to $469,243.38).
..   The Remaining Limit for the balance of the second contract year is also
    reduced by the amount withdrawn (from $12,041.88 to $2,041.88).

 GMIB Reset Feature

 You may elect to "reset" your GMIB protected value to equal your current
 Contract Value twice over the life of the contract. You may only exercise this
 reset option if the annuitant has not yet reached his or her 76/th/ birthday.
 If you reset, you must wait a new 7-year period from the most recent reset to
 exercise the Guaranteed Minimum Income Benefit. Further, we will reset the
 GMIB roll-up cap to equal two times the GMIB protected value as of such date.
 Additionally, if you reset, we will determine the GMIB payout amount by using
 the GMIB guaranteed annuity purchase rates (specified in your contract) based
 on the number of years since the most recent reset. These purchase rates may
 be less advantageous than the rates that would have applied absent a reset.


 Payout Amount
 The Guaranteed Minimum Income Benefit payout amount is based on the age and
 sex (where applicable) of the annuitant (and, if there is one, the
 co-annuitant). After we first deduct a charge for any applicable premium taxes
 that we are required to pay, the payout amount will equal the greater of:

 1) the GMIB protected value as of the date you exercise the GMIB payout
    option, applied to the GMIB guaranteed annuity purchase rates (which are
    generally less favorable than the annuity purchase rates for annuity
    payments not involving GMIB) and based on the annuity payout option as
    described below, or


 2) the adjusted Contract Value - that is, the value of the contract adjusted
    for any market value adjustment minus any charge we impose for premium
    taxes and withdrawal charges - as of the date you exercise the GMIB payout
    option applied to the current annuity purchase rates then in use.


 GMIB Annuity Payout Options
 We currently offer two Guaranteed Minimum Income Benefit annuity payout
 options. Each option involves payment for at least a period certain of ten
 years. In calculating the amount of the payments under the GMIB, we apply
 certain assumed interest rates, equal to 2% annually for a waiting period of
 7-9 years, and 2.5% annually for waiting periods of 10 years or longer for
 contracts sold on or after January 20, 2004, or upon subsequent state approval
 (and 2.5% annually for a waiting period of 7-9 years, 3% annually for a
 waiting period of 10-14 years, and 3.5% annually for waiting periods of 15
 years or longer for all other contracts).

 GMIB Option 1
 Single Life Payout Option: We will make monthly payments for as long as the
 annuitant lives, with payments for a period certain. We will stop making
 payments after the later of the death of the annuitant or the end of the
 period certain.

 GMIB Option 2
 Joint Life Payout Option: In the case of an annuitant and co-annuitant, we
 will make monthly payments for the joint lifetime of the annuitant and
 co-annuitant, with payments for a period certain. If the co-annuitant dies
 first, we will continue to make payments until the later of the death of the
 annuitant and the end of the period certain. If the annuitant dies first, we
 will continue to make

                                      44



 payments until the later of the death of the co-annuitant and the end of the
 period certain, but if the period certain ends first, we will reduce the
 amount of each payment to 50% of the original amount.

 You have no right to withdraw amounts early under either GMIB payout option.
 We may make other payout frequencies available, such as quarterly,
 semi-annually or annually.

 Because we do not impose a new waiting period for each subsequent purchase
 payment, if you choose the Guaranteed Minimum Income Benefit, we reserve the
 right to limit subsequent purchase payments if we discover that by the timing
 of your purchase payments, your GMIB protected value is increasing in ways we
 did not intend. In determining whether to limit purchase payments, we will
 look at purchase payments which are disproportionately larger than your
 initial purchase payment and other actions that may artificially increase the
 GMIB protected value. Certain state laws may prevent us from limiting your
 subsequent purchase payments. You must exercise one of the GMIB payout options
 described above no later than 30 days after the contract anniversary
 coinciding with or next following the annuitant's attainment of age 95 (age 92
 for contracts used as a funding vehicle for IRAs).


 You should note that GMIB is designed to provide a type of insurance that
 serves as a safety net only in the event that your Contract Value declines
 significantly due to negative investment performance. If your Contract Value
 is not significantly affected by negative investment performance, it is
 unlikely that the purchase of GMIB will result in your receiving larger
 annuity payments than if you had not purchased GMIB. This is because the
 assumptions that we use in computing the GMIB, such as the annuity purchase
 rates, (which include assumptions as to age-setbacks and assumed interest
 rates), are more conservative than the assumptions that we use in computing
 non-GMIB annuity payout options. Therefore, you may generate higher income
 payments if you were to annuitize a lower Contract Value at the current
 annuity purchase rates, than if you were to annuitize under the GMIB with a
 higher GMIB protected value than your Contract Value but at the annuity
 purchase rates guaranteed under the GMIB.


 Terminating the Guaranteed Minimum Income Benefit

 The Guaranteed Minimum Income Benefit cannot be terminated by the owner once
 elected. The GMIB automatically terminates as of the date the contract is
 fully surrendered, on the date the death benefit is payable to your
 beneficiary (unless your surviving spouse elects to continue the contract), or
 on the date that your Contract Value is transferred to begin making annuity
 payments. The GMIB may also be terminated if you designate a new annuitant who
 would not be eligible to elect the GMIB based on his or her age at the time of
 the change.

 Upon termination of the GMIB, we will deduct the charge from your Contract
 Value for the portion of the contract year since the prior contract
 anniversary (or the contract date if in the first contract year).


 HOW WE DETERMINE ANNUITY PAYMENTS

 Generally speaking, the annuity phase of the contract involves our
 distributing to you in increments the value that you have accumulated. We make
 these incremental payments either over a specified time period (e.g., 15
 years) (fixed period annuities) or for the duration of the life of the
 annuitant (and possibly co-annuitant) (life annuities). There are certain
 assumptions that are common to both fixed period annuities and life annuities.
 In each type of annuity, we assume that the value you apply at the outset
 toward your annuity payments earns interest throughout the payout period. For
 annuity options within the GMIB, this interest rate ranges from 2% to 2.5% for
 contracts sold on or after January 20, 2004, or upon subsequent state approval
 (and 2.5% to 3.5% for all other contracts). For non-GMIB annuity options, the
 guaranteed minimum rate is 3%. The GMIB guaranteed annuity purchase rates in
 your contract depict the minimum amounts we will pay (per $1000 of adjusted
 Contract Value). If our current annuity purchase rates on the annuity date are
 more favorable to you than the guaranteed rates, we will make payments based
 on those more favorable rates.


 Other assumptions that we use for life annuities and fixed period annuities
 differ, as detailed in the following overview:

 Fixed Period Annuities

 Currently, we offer fixed period annuities only under the Income Appreciator
 Benefit and non-GMIB annuity options. Generally speaking, in determining the
 amount of each annuity payment under a fixed period annuity, we start with the
 adjusted Contract Value, add interest assumed to be earned over the fixed
 period, and divide the sum by the number of payments you have requested. The
 life expectancy of the annuitant and co-annuitant are relevant to this
 calculation only in that we will not allow you to select a fixed period that
 exceeds life expectancy.


 Life Annuities
 There are more variables that affect our calculation of life annuity payments.
 Most importantly, we make several assumptions about the annuitant's or
 co-annuitant's life expectancy, including the following:
..   The Annuity 2000 Mortality Table is the starting point for our life
    expectancy assumptions. This table anticipates longevity of an insured
    population based on historical experience and reflecting anticipated
    experience for the year 2000.

                                      45



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued


 Guaranteed and GMIB Annuity Payments
 Because life expectancy has lengthened over the past few decades, and likely
 will increase in the future, our life annuity calculations anticipate these
 developments. We do this largely by making a hypothetical reduction in the age
 of the annuitant (or co-annuitant), in lieu of using the annuitant's (or
 co-annuitant's) actual age, in calculating the payment amounts. By using such
 a reduced age, we base our calculations on a younger person, who generally
 would live longer and therefore draw life annuity payments over a longer time
 period. Given the longer pay-out period, the payments made to the younger
 person would be less than those made to an older person. We make two such age
 adjustments:

 1. First, for all annuities, we start with the age of the annuitant (or
    co-annuitant) on his/her most recent birthday and reduce that age by either
    (a) four years, for life annuities under the GMIB sold in contracts on or
    after January 20, 2004, or upon subsequent state approval or (b) two years,
    with respect to guaranteed payments under life annuities not involving
    GMIB, as well as GMIB payments under contracts not described in
    (a) immediately above. For the reasons explained above in this section, the
    four year age reduction causes a greater reduction in the amount of the
    annuity payments than does the two-year age reduction.

 2. Second, for life annuities under both versions of GMIB as well as
    guaranteed payments under life annuities not involving GMIB, we make a
    further age reduction according to the table in your contract entitled
    "Translation of Adjusted Age." As indicated in the table, the further into
    the future the first annuity payment is, the longer we expect the person
    receiving those payments to live, and the more we reduce the annuitant's
    (or co-annuitant's) age.

 Current Annuity Payments
 Immediately above, we have referenced how we determine annuity payments based
 on "guaranteed" annuity purchase rates. By "guaranteed" annuity purchase
 rates, we mean the minimum annuity purchase rates that are set forth in your
 annuity contract and thus contractually guaranteed by us. "Current" annuity
 purchase rates, in contrast, refer to the annuity purchase rates that we are
 applying to contracts that are entering the annuity phase at a given point in
 time. These current annuity purchase rates vary from period to period,
 depending on changes in interest rates and other factors. We do not guarantee
 any particular level of current annuity purchase rates. When calculating
 current annuity purchase rates, we use the actual age of the annuitant (or
 co-annuitant), rather than any reduced age.

 4: WHAT IS THE DEATH BENEFIT?
 The Death Benefit Feature Protects the Contract Value for the Beneficiary.

 BENEFICIARY
 The beneficiary is the person(s) or entity you name to receive any death
 benefit. The beneficiary is named at the time the contract is issued, unless
 you change it at a later date. Unless an irrevocable beneficiary has been
 named, during the accumulation period you can change the beneficiary at any
 time before the owner dies. However, if the contract is jointly owned, the
 owner must name the joint owner and the joint owner must name the owner as the
 beneficiary. For entity-owned contracts, we pay a death benefit upon the death
 of the annuitant.

 CALCULATION OF THE DEATH BENEFIT

 If the owner or joint owner dies during the accumulation phase, we will, upon
 receiving the appropriate proof of death and any other needed documentation in
 good order (proof of death), pay a death benefit to the beneficiary designated
 by the deceased owner or joint owner. If there is a sole owner and there is
 only one beneficiary who is the owner's spouse on the date of death, then the
 surviving spouse may continue the contract under the Spousal Continuance
 Option. If there are an owner and joint owner of the contract, and the owner's
 spouse is both the joint owner and the beneficiary on the date of death, then,
 at the death of the first to die, the death benefit will be paid to the
 surviving owner or the surviving owner may continue the contract under the
 Spousal Continuance Option.


 Upon receiving appropriate proof of death, the beneficiary will receive the
 greater of the following:


 1) The current Contract Value (as of the time we receive proof of death in
    good order). If you have purchased the Contract With Credit, we will first
    deduct any credit corresponding to a purchase payment made within one year
    of death. We impose no market value adjustment on Contract Value held
    within the market value adjustment option when a death benefit is paid.


 2) Either the base death benefit, which equals the total invested purchase
    payments you have made proportionally reduced by any withdrawals, or,
    (i) if you have chosen a Guaranteed Minimum Death Benefit (GMDB), the GMDB
    protected value or (ii) if

                                      46



    you have chosen the Highest Daily Value Death Benefit, a death benefit
    equal to the highest daily value (computed as described below in this
    section).

 GUARANTEED MINIMUM DEATH BENEFIT
 The Guaranteed Minimum Death Benefit provides for the option to receive an
 enhanced death benefit upon the death of the sole owner or the first to die of
 the owner or joint owner during the accumulation phase. You cannot elect a
 GMDB option if you choose the Highest Daily Value Death Benefit.

 The GMDB protected value option can be equal to the:
..   GMDB roll-up,
..   GMDB step-up, or
..   Greater of the GMDB roll-up and the GMDB step-up.

 The GMDB protected value is calculated daily.

 GMDB Roll-Up
 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS LESS THAN AGE
 80 ON THE CONTRACT DATE, the GMDB roll-up is equal to the invested purchase
 payments, increased daily at an effective annual interest rate of 5% starting
 on the date that each invested purchase payment is made. The GMDB roll-up
 value will increase by subsequent invested purchase payments and reduce by the
 effect of withdrawals.

 We stop increasing the GMDB roll-up by the effective annual interest rate on
 the later of:
..   the contract anniversary coinciding with or next following the sole owner's
    or older owner's 80/th/ birthday, or
..   the 5/th/ contract anniversary.

 However, the GMDB protected value will still increase by subsequent invested
 purchase payments and reduce by the effect of withdrawals.

 Withdrawals will first reduce the GMDB protected value on a dollar-for-dollar
 basis up to the first 5% of GMDB protected value calculated on the contract
 anniversary (on the contract date in the first contract year), then
 proportionally by any amounts exceeding the 5%.

 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS BETWEEN AGE 80
 AND 85 ON THE CONTRACT DATE, the GMDB roll-up is equal to the invested
 purchase payments, increased daily at an effective annual interest rate of 3%
 of all invested purchase payments, starting on the date that each invested
 purchase payment is made. We will increase the GMDB roll-up by subsequent
 invested purchase payments and reduce it by the effect of withdrawals.

 We stop increasing the GMDB roll-up by the effective annual interest rate on
 the 5/th/ contract anniversary. However we will continue to reduce the GMDB
 protected value by the effect of withdrawals.

 Withdrawals will first reduce the GMDB protected value on a dollar-for-dollar
 basis up to the first 3% of GMDB protected value calculated on the contract
 anniversary (on the contract date in the first contract year), then
 proportionally by any amounts exceeding the 3%.

 GMDB Step-Up

 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS LESS THAN AGE
 80 ON THE CONTRACT DATE, the GMDB step-up before the first contract
 anniversary is the initial invested purchase payment increased by subsequent
 invested purchase payments, and proportionally reduced by the effect of
 withdrawals. The GMDB step-up on each contract anniversary will be the greater
 of the previous GMDB step-up and the Contract Value as of such contract
 anniversary. Between contract anniversaries, the GMDB step-up will increase by
 invested purchase payments and reduce proportionally by withdrawals.

 We stop increasing the GMDB step-up by any appreciation in the Contract Value
 on the later of:

..   the contract anniversary coinciding with or next following the sole or
    older owner's 80/th/ birthday, or
..   the 5/th/ contract anniversary.

 However, we still increase the GMDB protected value by subsequent invested
 purchase payments and proportionally reduce it by withdrawals.

                                      47



 4: WHAT IS THE DEATH BENEFIT? continued


 Here is an example of a proportional reduction:


 The current Contract Value is $100,000 and the protected value is $80,000. The
 owner makes a withdrawal that reduces the Contract Value by 25% (including the
 effect of any withdrawal charges). The new protected value is $60,000, or 75%
 of what it was before the withdrawal.

 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS BETWEEN AGE 80
 AND 85 ON THE CONTRACT DATE, the GMDB step-up before the third contract
 anniversary is the sum of invested purchase payments, reduced by the effect of
 withdrawals. On the third contract anniversary, we will adjust the GMDB
 step-up to the greater of the then current GMDB step-up or the Contract Value
 as of that contract anniversary. Thereafter, we will only increase the GMDB
 protected value by subsequent invested purchase payments and proportionally
 reduce it by withdrawals.


 Special rules apply if the beneficiary is the spouse of the owner, and the
 contract does not have a joint owner. In that case, upon the death of the
 owner, the spouse will have the choice of the following:

..   If the sole beneficiary under the contract is the owner's spouse, and the
    other requirements of the Spousal Continuance Option are met, then the
    contract can continue, and the spouse will become the new owner of the
    contract; or
..   The spouse can receive the death benefit. A surviving spouse who is
    eligible for the Spousal Continuance Option must choose between that
    benefit and receiving the death benefit during the first 60 days following
    our receipt of proof of death.

 If ownership of the contract changes as a result of the owner assigning it to
 someone else, we will reset the value of the death benefit to equal the
 Contract Value on the date the change of ownership occurs, and for purposes of
 computing the future death benefit, we will treat that Contract Value as a
 purchase payment occurring on that date.


 Depending on applicable state law, some death benefit options may not be
 available or may be subject to certain restrictions under your contract.

 SPECIAL RULES IF JOINT OWNERS

 If the contract has an owner and a joint owner and they are spouses at the
 time that one dies, the Spousal Continuance Option may apply. If the contract
 has an owner and a joint owner and they are not spouses at the time one dies,
 we will pay the death benefit and the contract will end. Joint ownership may
 not be allowed in your state.


 HIGHEST DAILY VALUE DEATH BENEFIT

 The Highest Daily Value Death Benefit (HDV) is a feature under which the death
 benefit may be "stepped-up" on a daily basis to reflect increasing Contract
 Value. HDV is currently being offered in those jurisdictions where we have
 received regulatory approval. Certain terms and conditions may differ between
 jurisdictions once approved. The HDV is not available if you elect the
 Guaranteed Minimum Death Benefit. Currently, HDV can only be elected at the
 time you purchase your contract. Please note that you may not terminate the
 HDV death benefit once elected. Moreover, because this benefit may not be
 terminated once elected, you must, as detailed below, keep your Contract Value
 allocated to certain asset allocation portfolios.

 Under HDV, the amount of the benefit depends on whether the "target date" is
 reached. The target date is reached upon the later of the contract anniversary
 coinciding with or next following the elder owner's (or annuitant's, if entity
 owned) 80/th/ birthday or five years after the contract date. Prior to the
 target date, the death benefit amount is increased on any business day if the
 Contract Value on that day exceeds the most recently determined death benefit
 amount under this option. These possible daily adjustments cease on and after
 the target date, and instead adjustments are made only for purchase payments
 and withdrawals.


 IF THE CONTRACT HAS ONE CONTRACT OWNER, the contract owner must be age 79 or
 less at the time the HDV is elected. If the contract has joint owners, the
 older owner must be age 79 or less. If there are joint owners, death of the
 owner refers to the first to die of the joint owners. If the contract is owned
 by an entity, the annuitant must be age 79 or less, and death of the contract
 owner refers to the death of the annuitant.


 Owners electing this benefit prior to December 5, 2005, were required to
 allocate Contract Value to one or more of the following asset allocation
 portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
 Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
 Allocation Portfolio. Owners electing this benefit on or after December 5,
 2005 must allocate Contract Value to one or more of the following asset
 allocation portfolios of Advanced Series Trust: AST Capital Growth Asset
 Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST
 Conservative Asset Allocation Portfolio, AST Preservation Asset Allocation
 Portfolio or to the AST Advanced Strategies Portfolio, AST First Trust
 Balanced Target Portfolio, AST First Trust Capital Appreciation Target
 Portfolio, AST UBS Dynamic Alpha Portfolio, American Century Strategic
 Allocation Portfolio or AST T. Rowe Price Asset Allocation Portfolio. In
 general, you must allocate your Contract Value in accordance with the
 then-available option(s) that we may prescribe, in order to elect and maintain
 the Highest Daily Value death benefit. If, subsequent to


                                      48




 your election of the benefit, we change our requirements for how Contract
 Value must be allocated under the benefit, that new requirement will apply
 only to new elections of the benefit, and will not compel you to re-allocate
 your Contract Value in accordance with our newly-adopted requirements. All
 subsequent transfers and purchase payments will be subject to the new
 investment limitations.


 The HDV death benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Contract Owner Dies before the Death Benefit Target date, the
       Death Benefit equals the greater of:

       -- the base death benefit; and
       -- the HDV as of the contract owner's date of death.

       If the Contract Owner Dies on or after the Death Benefit Target Date,
       the Death Benefit equals the greater of:

       -- the base death benefit; and
       -- the HDV on the Death Benefit Target Date plus the sum of all purchase
          payments less the sum of all proportional withdrawals since the Death
          Benefit Target Date.

       The amount determined by this calculation is increased by any purchase
       payments received after the contract owner's date of death and decreased
       by any proportional withdrawals since such date.

 CALCULATION OF THE HIGHEST DAILY VALUE DEATH BENEFIT

 Examples of Highest Daily Value Death Benefit Calculation
 The following are examples of how the HDV death benefit is calculated. Each
 example assumes an initial purchase payment of $50,000. Each example assumes
 that there is one contract owner who is age 70 on the contract date.

 Example with Market Increase and Death Before Death Benefit Target Date

 Assume that the contract owner's Contract Value has generally been increasing
 due to positive market performance and that no withdrawals have been made. On
 the date we receive due proof of death, the Contract Value is $75,000;
 however, the Highest Daily Value was $90,000. Assume as well that the contract
 owner has died before the Death Benefit Target Date. The death benefit is
 equal to the greater of HDV or the base death benefit. The death benefit would
 be the Highest Daily Value ($90,000) because it is greater than the amount
 that would have been payable under the base death benefit ($75,000).


 Example with Withdrawals

 Assume that the Contract Value has been increasing due to positive market
 performance and the contract owner made a withdrawal of $15,000 in contract
 year 7 when the Contract Value was $75,000. On the date we receive due proof
 of death, the Contract Value is $80,000; however, the Highest Daily Value
 ($90,000) was attained during the fifth contract year. Assume as well that the
 contract owner has died before the Death Benefit Target Date. The Death
 Benefit is equal to the greater of the Highest Daily Value (proportionally
 reduced by the subsequent withdrawal) or the base death benefit.



                          
         Highest Daily Value   =$90,000 - [$90,000 * $15,000/$75,000]
                               =$90,000 - $18,000
                               =$72,000



                  
  Base Death Benefit   =max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                       =max [$80,000, $40,000]
                       =$80,000


       The death benefit therefore is $80,000.

 Example with Death after Death Benefit Target Date

 Assume that the contract owner's Contract Value has generally been increasing
 due to positive market performance and that no withdrawals had been made prior
 to the Death Benefit Target Date. Further assume that the contract owner dies
 after the Death Benefit Target Date, when the Contract Value is $75,000. The
 Highest Daily Value on the Death Benefit Target Date was $80,000; however,
 following the Death Benefit Target Date, the contract owner made a purchase
 payment of $15,000 and later had taken a withdrawal of $5,000 when the
 Contract Value was $70,000. The death benefit is equal to the greater of the
 Highest Daily Value on the Death Benefit Target Date plus purchase payments
 minus proportional withdrawals after the Death Benefit Target Date or the base
 death benefit.


                                      49



 4: WHAT IS THE DEATH BENEFIT? continued



                 
Highest Daily Value   =$80,000 + $15,000 - [($80,000 + $15,000) * $5,000/$70,000]
                      =$80,000 + $15,000 - $6,786
                      =$88,214



                
Base Death Benefit   =max [$75,000, ($50,000 + $15,000) - [($50,000 + $15,000) * $5,000/$70,000]]
                     =max [$75,000, $60,357]
                     =$75,000


       The death benefit therefore is $88,214.

 PAYOUT OPTIONS
 The beneficiary may, within 60 days of providing proof of death, choose to
 take the death benefit under one of several death benefit payout options
 listed below.


 Originally, the death benefit payout options were:


 Choice 1. Lump sum payment of the death benefit. If the beneficiary does not
 choose a payout option within sixty days, the beneficiary will receive this
 payout option.

 Choice 2. The payment of the entire death benefit within a period of 5 years
 from the date of death of the first-to-die of the owner or joint owner.


 The entire death benefit will include any increases or losses resulting from
 the performance of the variable or fixed interest rate options during this
 period. During this period the beneficiary may: reallocate the Contract Value
 among the variable or fixed interest rate options; name a beneficiary to
 receive any remaining death benefit in the event of the beneficiary's death;
 and make withdrawals from the Contract Value, in which case, any such
 withdrawals will not be subject to any withdrawal charges. However, the
 beneficiary may not make any purchase payments to the contract.


 During this 5 year period, we will continue to deduct from the death benefit
 proceeds the charges and costs that were associated with the features and
 benefits of the contract. Some of these features and benefits may not be
 available to the beneficiary, such as the Guaranteed Minimum Income Benefit.

 Choice 3. Payment of the death benefit under an annuity or annuity settlement
 option over the lifetime of the beneficiary or over a period not extending
 beyond the life expectancy of the beneficiary with distribution beginning
 within one year of the date of death of the last to survive of the owner or
 joint owner.

 If the owner and joint owner are not spouses, any portion of the death benefit
 not applied under Choice 3 within one year of the date of death of the first
 to die must be distributed within five years of that date of death.

 The tax consequences to the beneficiary vary among the three death benefit
 payout options. See Section 10, "What Are The Tax Considerations Associated
 With The Strategic Partners Annuity One 3 Contract?"


 With respect to a death benefit paid on or after March 19, 2007, unless the
 surviving spouse opts to continue the contract (or spousal continuance is
 required under the terms of your contract), a beneficiary may, within 60 days
 of providing proof of death, take the death benefit as indicated above or as
 follows:
  .   As a lump sum. If the beneficiary does not choose a payout option within
      sixty days, the beneficiary will be paid in this manner; or
  .   As payment of the entire death benefit within a period of 5 years from
      the date of death; or
  .   As a series of payments not extending beyond the life expectancy of the
      beneficiary, or over the life of the beneficiary. Payments under this
      option must begin within one year of the date of death; or
  .   As the beneficiary continuation option, described immediately below.

 Beneficiary Continuation Option
 Instead of receiving the death benefit in a single payment, or under an
 annuity option, a beneficiary may take the death benefit under an alternative
 death benefit payment option, as provided by the Code and described above.
 This "Beneficiary Continuation Option" is described below and is available for
 an IRA, Roth IRA, SEP IRA, 403(b), other "qualified investments", or a
 non-qualified contract.


                                      50




 Under the Beneficiary Continuation Option:
..   The Owner's contract will be continued in the Owner's name, for the benefit
    of the beneficiary.
..   The beneficiary will incur a Settlement Service Charge which is an annual
    charge assessed on a daily basis against the average assets allocated to
    the Sub-accounts. The charge is 1.00% per year.
..   The beneficiary will incur an annual maintenance fee equal to the lesser of
    $30 or 2% of contract value if the contract value is less than $25,000 at
    the time the fee is assessed. The fee will not apply if it is assessed 30
    days prior to a surrender request.
..   The initial contract value will be equal to any death benefit (including
    any optional death benefit) that would have been payable to the beneficiary
    if they had taken a lump sum distribution.
..   The available Sub-accounts will be among those available to the Owner at
    the time of death, however certain Sub-Accounts may not be available.
..   The beneficiary may request transfers among Sub-accounts, subject to the
    same limitations and restrictions that applied to the Owner. Transfers in
    excess of 20 per year will incur a $10 transfer fee.
..   No additional Purchase Payments can be applied to the contract.
..   the basic death benefit and any optional benefits elected by the Owner will
    no longer apply to the beneficiary.
..   The beneficiary can request a withdrawal of all or a portion of the
    Contract Value at any time without application of any applicable CDSC
    unless the Beneficiary Continuation Option was the payout predetermined by
    the Owner and the Owner restricted the beneficiary's withdrawal rights.
..   Upon the death of the beneficiary, any remaining Contract Value will be
    paid in a lump sum to the person(s) named by the beneficiary, unless the
    beneficiary named a successor who may continue receiving payments.

 Currently only investment options corresponding to Portfolios of the Advanced
 Series Trust and the Prudential Money Market Portfolio are available under the
 Beneficiary Continuation Option.

 Your beneficiary will be provided with a prospectus and a settlement agreement
 that will describe this option. Please contact us for additional information
 on the availability, restrictions and limitations that will apply to a
 beneficiary under the beneficiary continuation option. We may pay compensation
 to the selling broker-dealer based on amounts held in the Beneficiary
 Continuation Option.

 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS - CONTRACTS OWNED BY INDIVIDUALS
 (NOT ASSOCIATED WITH TAX-FAVORED PLANS)

 Except in the case of spousal continuance as described below, upon your death,
 certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.

 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the annuity date, the death benefit must be
 distributed:
  .   by December 31/st/ of the year including the five year anniversary of the
      date of death; or
  .   as a series of annuity payments not extending beyond the life expectancy
      of the beneficiary or over the life of the beneficiary. Payments under
      this option must begin within one year of the date of death.

 Unless you have made an election prior to death benefit proceeds becoming due,
 a beneficiary can elect to receive the death benefit proceeds under the
 Beneficiary Continuation Option as described above in the section entitled
 "Beneficiary Continuation Option," or as a series of fixed annuity payments.
 See the section entitled "What Kind of Payments Will I Receive During the
 Income Phase?"

 Alternative Death Benefit Payment Options - Contracts Held by Tax-Favored Plans
 The Code provides for alternative death benefit payment options when a
 contract is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated beneficiary may generally elect to
 continue the contract and receive Required Minimum Distributions under the
 contract, instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the beneficiary is your surviving
 spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st/ of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life or life expectancy of the designated
      beneficiary (provided such payments begin by December 31/st/ of the year
      following the year of death). However, if your surviving spouse is the
      beneficiary, the death benefit can be paid out over the life or life
      expectancy of your spouse with such payments beginning no later than
      December 31/st/ of the year following the year of


                                      51



 4: WHAT IS THE DEATH BENEFIT? continued


     death or December 31/st/ of the year in which you would have reached age
      70 1/2, which ever is later. Additionally, if the contract is payable to
      (or for the benefit of) your surviving spouse, that portion of the
      contract may be continued with your spouse as the owner.

  .   If you die before a designated beneficiary is named and before the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out within five years from the date of death. For
      contracts where multiple beneficiaries have been named and at least one
      of the beneficiaries does not qualify as a designated beneficiary and the
      account has not been divided into separate accounts by December 31st of
      the year following the year of death, such contract is deemed to have no
      designated beneficiary.

  .   If you die before a designated beneficiary is named and after the date
      Required Minimum Distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 31st of the year following the year of death, such contract
      is deemed to have no designated beneficiary.

 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the Minimum Distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date Required Minimum Distributions must begin under
 the Code.

 The tax consequences to the beneficiary may vary among the different death
 benefit payment options. See the Tax Considerations section of this
 prospectus, and consult your tax advisor.


 EARNINGS APPRECIATOR BENEFIT
 The Earnings Appreciator Benefit (EAB) is an optional, supplemental death
 benefit that provides a benefit payment upon the death of the sole owner or
 first-to-die of the owner or joint owner during the accumulation phase. Any
 Earnings Appreciator Benefit payment we make will be in addition to any other
 death benefit payment we make under the contract. This feature may not be
 available in your state.

 The Earnings Appreciator Benefit is designed to provide a beneficiary with
 additional funds when we pay a death benefit in order to defray the impact
 taxes may have on that payment. Because individual circumstances vary, you
 should consult with a qualified tax advisor to determine whether it would be
 appropriate for you to elect the Earnings Appreciator Benefit.

 If you want the Earnings Appreciator Benefit, you generally must elect it at
 the time you apply for the contract. If you elect the Earnings Appreciator
 Benefit, you may not later revoke it. You may, if you wish, select both the
 Earnings Appreciator Benefit and the Highest Daily Value Death Benefit.

 Upon our receipt of proof of death in good order, we will determine an
 Earnings Appreciator Benefit by multiplying the Earnings Appreciator Benefit
 percentage below by the lesser of: (i) the then-existing amount of earnings
 under the contract, or (ii) an amount equal to 3 times the sum of all purchase
 payments previously made under the contract.


 For purposes of computing earnings and purchase payments under the Earnings
 Appreciator Benefit, we calculate earnings as the difference between the
 Contract Value and the sum of all purchase payments. Withdrawals reduce
 earnings first, then purchase payments, on a dollar-for-dollar basis.


 EAB percentages are as follows:
..   40% if the owner is age 70 or younger on the date the application is signed.
..   25% if the owner is between ages 71 and 75 on the date the application is
    signed.
..   15% if the owner is between ages 76 and 79 on the date the application is
    signed.

 If the contract is owned jointly, the age of the older of the owner or joint
 owner determines the EAB percentage.

                                      52




 If the surviving spouse is continuing the contract in accordance with the
 Spousal Continuance Option (See "Spousal Continuance Option" below), the
 following conditions apply:
..   In calculating the Earnings Appreciator Benefit, we will use the age of the
    surviving spouse at the time that the Spousal Continuance Option is
    activated to determine the applicable EAB percentage.
..   We will not allow the surviving spouse to continue the Earnings Appreciator
    Benefit (or bear the charge associated with this benefit) if he or she is
    age 80 or older on the date that the Spousal Continuance Option is
    activated.
..   If the Earnings Appreciator Benefit is continued, we will calculate any
    applicable Earnings Appreciator Benefit payable upon the surviving spouse's
    death by treating the Contract Value (as adjusted under the terms of the
    Spousal Continuance Option) as the first purchase payment.


 Terminating the Earnings Appreciator Benefit
 The Earnings Appreciator Benefit will terminate on the earliest of:
..   the date you make a total withdrawal from the contract,

..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Option,

..   the date the contract terminates, or
..   the date you annuitize the contract.

 Upon termination of the Earnings Appreciator Benefit, we cease imposing the
 associated charge.


 SPOUSAL CONTINUANCE OPTION
 This Option is available if, on the date we receive proof of the owner's death
 (or annuitant's death, for custodial contracts) in good order (1) there is
 only one owner of the contract and there is only one beneficiary who is the
 owner's spouse, or (2) there are an owner and joint owner of the contract, and
 the joint owner is the owner's spouse and the owner's beneficiary under the
 contract or (3) the contract is held by a Custodial Account established to
 hold retirement assets for the benefit of the natural person annuitant
 pursuant to the provisions of Section 408(a) of the Internal Revenue Code (or
 any successor Code section thereto) ("Custodial Account"), and the custodian
 of the account has elected to continue the contract, and designate the
 surviving spouse as annuitant. Continuing the contract in the latter scenario
 will result in the contract no longer qualifying for tax deferral under the
 Internal Revenue Code. However, such tax deferral should result from the
 ownership of the contract by the Custodial Account. Spousal continuance may
 also be available where the contract is owned by certain other types of
 entity-owners. Please consult your tax or legal adviser.

 In no event, however, can the annuitant be older than the maximum age for
 annuitization on the date of the owner's death, nor can the surviving spouse
 be older than 95 on the date of the owner's death (or the annuitant's death,
 in the case of a custodially-owned contract referenced above). Assuming the
 above conditions are present, the surviving spouse (or custodian, for the
 custodially-owned contracts referenced above) can elect the Spousal
 Continuance Option, but must do so no later than 60 days after furnishing
 proof of death in good order.

 Upon activation of the Spousal Continuance Option, the Contract Value is
 adjusted to equal the amount of the death benefit to which the surviving
 spouse would have been entitled. This Contract Value will serve as the basis
 for calculating any death benefit payable upon the death of the surviving
 spouse. We will allocate any increase in the adjusted Contract Value among the
 variable, fixed interest rate or market value adjustment options in the same
 proportions that existed immediately prior to the spousal continuance
 adjustment. We will waive the $1,000 minimum requirement for the market value
 adjustment option.

 Under the Spousal Continuance Option, we waive any potential withdrawal
 charges applicable to purchase payments made prior to activation of the
 Spousal Continuance Option. However, we will continue to impose withdrawal
 charges on purchase payments made after activation of this benefit. In
 addition, Contract Value allocated to the market value adjustment option will
 remain subject to a potential market value adjustment.

 IF YOU ELECTED THE BASE DEATH BENEFIT, then upon activation of the Spousal
 Continuance Option, we will adjust the Contract Value to equal the greater of:
..   the Contract Value, or

..   the sum of all invested purchase payments (adjusted for withdrawals),

 plus the amount of any applicable Earnings Appreciator Benefit.


 IF YOU ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GMDB ROLL-UP, we
 will adjust the Contract Value to equal the greater of:
..   the Contract Value, or

..   the GMDB roll-up,

 plus the amount of any applicable Earnings Appreciator Benefit.

                                      53



 4: WHAT IS THE DEATH BENEFIT? continued



 IF YOU HAVE ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GMDB
 STEP-UP, we will adjust the Contract Value to equal the greater of:
..   the Contract Value, or

..   the GMDB step-up,

 plus the amount of any applicable Earnings Appreciator Benefit.


 IF YOU HAVE ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GREATER OF
 THE GMDB ROLL-UP AND GMDB STEP-UP, we will adjust the Contract Value to equal
 the greatest of:
..   the Contract Value,

..   the GMDB roll-up, or
..   the GMDB step-up,

 plus the amount of any applicable Earnings Appreciator Benefit.


 IF YOU HAVE ELECTED THE HIGHEST DAILY VALUE DEATH BENEFIT, we will adjust the
 Contract Value to equal the greater of:
..   the Contract Value, or

..   the Highest Daily Value,

 plus the amount of any applicable Earnings Appreciator Benefit.


 After we have made the adjustment to Contract Value set out immediately above,
 we will continue to compute the GMDB roll-up and the GMDB step-up, or HDV
 death benefit (as applicable), under the surviving spousal owner's contract,
 and will do so in accordance with the preceding discussion in this section.

 If the contract is being continued by the surviving spouse, the attained age
 of the surviving spouse will be the basis used in determining the death
 benefit payable under the Guaranteed Minimum Death Benefit or Highest Daily
 Value Death Benefit provisions of the contract. The contract may not be
 continued upon the death of a spouse who had assumed ownership of the contract
 through the exercise of the Spousal Continuance Option.

 IF YOU ELECTED THE GUARANTEED MINIMUM INCOME BENEFIT, it will be continued for
 the surviving spousal owner. All provisions of the Guaranteed Minimum Income
 Benefit (i.e., waiting period, GMIB roll-up cap, etc.) will remain the same as
 on the date of the owner's death. If the GMIB reset feature was never
 exercised, the surviving spousal owner can exercise the GMIB reset feature
 twice. If the original owner had previously exercised the GMIB reset feature
 once, the surviving spousal owner can exercise the GMIB reset once. However,
 the surviving spouse (or new annuitant designated by the surviving spouse)
 must be under 76 years of age at the time of reset. If the original owner had
 previously exercised the GMIB reset feature twice, the surviving spousal owner
 may not exercise the GMIB reset at all. If the attained age of the surviving
 spouse at activation of the Spousal Continuance Option, when added to the
 remainder of the GMIB waiting period to be satisfied, would preclude the
 surviving spouse from utilizing the Guaranteed Minimum Income Benefit, we will
 revoke the Guaranteed Minimum Income Benefit under the contract at that time
 and we will no longer charge for that benefit.

 IF YOU ELECTED THE LIFETIME FIVE INCOME BENEFIT, Spousal Lifetime Five or
 Highest Daily Lifetime Five, on the owner's death, the Benefit will end.
 However, if the owner's surviving spouse would be eligible to acquire the
 Benefit as if he/she were a new purchaser, then the surviving spouse may elect
 the Benefit under the Spousal Continuance Option. The surviving spouse (or new
 annuitant designated by the surviving spouse) must be at least 45 years of age
 at the time of election (55, for Highest Daily Lifetime Five or Spousal
 Lifetime Five).

 IF YOU ELECTED THE INCOME APPRECIATOR BENEFIT, on the owner's death (or
 first-to-die, in the case of joint owners), the Income Appreciator Benefit
 will end unless the contract is continued by the deceased owner's surviving
 spouse under the Spousal Continuance Option. If the contract is continued by
 the surviving spouse, we will continue to pay the balance of any Income
 Appreciator Benefit payments until the earliest to occur of the following:
 (a) the date on which 10 years' worth of IAB automatic withdrawal payments or
 IAB credits, as applicable, have been paid, (b) the latest date on which
 annuity payments would have had to have commenced had the owner not died
 (i.e., the contract anniversary coinciding with or next following the
 annuitant's 95/th/ birthday), or (c) the contract anniversary coinciding with
 or next following the annuitants' surviving spouse's 95/th /birthday.

 If the Income Appreciator Benefit has not been in force for 7 contract years,
 the surviving spouse may not activate the benefit until it has been in force
 for 7 contract years. If the attained age of the surviving spouse at
 activation of the Spousal Continuance Option,


                                      54




 when added to the remainder of the Income Appreciator Benefit waiting period
 to be satisfied, would preclude the surviving spouse from utilizing the Income
 Appreciator Benefit, we will revoke the Income Appreciator Benefit under the
 contract at that time and we will no longer charge for that benefit. If the
 Income Appreciator Benefit has been in force for 7 contract years or more, but
 the benefit has not been activated, the surviving spouse may activate the
 benefit at any time after the contract has been continued. If the Income
 Appreciator Benefit is activated after the contract is continued by the
 surviving spouse, the Income Appreciator Benefit calculation will exclude any
 amount added to the contract at the time of spousal continuance resulting from
 any death benefit value exceeding the Contract Value.


 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT?

 LIFETIME FIVE INCOME BENEFIT

 The Lifetime Five Income Benefit (Lifetime Five) is an optional feature that
 guarantees your ability to withdraw amounts equal to a percentage of an
 initial principal value (called the "Protected Withdrawal Value"), regardless
 of the impact of market performance on your Contract Value, subject to our
 rules regarding the timing and amount of withdrawals. There are two options -
 one is designed to provide an annual withdrawal amount for life (the "Life
 Income Benefit") and the other is designed to provide a greater annual
 withdrawal amount (than the first option) as long as there is Protected
 Withdrawal Value (adjusted as described below) (the "Withdrawal Benefit"). If
 there is no Protected Withdrawal Value, the Withdrawal Benefit will be zero.
 You do not choose between these two options; each option will continue to be
 available as long as the annuity has a Contract Value and Lifetime Five is in
 effect. Certain benefits under Lifetime Five may remain in effect even if the
 Contract Value is zero. The option may be appropriate if you intend to make
 periodic withdrawals from your contract and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals - the guarantees are not lost if you withdraw
 less than the maximum allowable amount each year. Lifetime Five is only being
 offered in those jurisdictions where we have received regulatory approval and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved.


 Lifetime Five is subject to certain restrictions described below.

..   Currently, Lifetime Five can only be elected once each contract year, and
    only where the annuitant and the contract owner are the same person or, if
    the contract owner is an entity, where there is only one annuitant. We
    reserve the right to limit the election frequency in the future. Before
    making any such change to the election frequency, we will provide prior
    notice to contract owners who have an effective Lifetime Five Income
    Benefit.
..   The annuitant must be at least 45 years old when Lifetime Five is elected.

..   Lifetime Five may not be elected if you have elected any other optional
    living benefit.
..   Owners electing this benefit prior to December 5, 2005, were required to
    allocate Contract Value to one or more of the following asset allocation
    portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
    Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
    Allocation Portfolio. Owners electing this benefit on or after December 5,
    2005 must allocate Contract Value to one or more of the following asset
    allocation portfolios of Advanced Series Trust: AST Capital Growth Asset
    Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST
    Conservative Asset Allocation Portfolio, AST Preservation Asset Allocation
    Portfolio, AST Advanced Strategies Portfolio, AST First Trust Balanced
    Target Portfolio, AST First Trust Capital Appreciation Target Portfolio,
    AST UBS Dynamic Alpha Portfolio, AST American Century Strategic Allocation
    or AST T. Rowe Price Asset Allocation Portfolio. As specified in this
    paragraph, you generally must allocate your Contract Value in accordance
    with the then-available option(s) that we may prescribe, in order to elect
    and maintain Lifetime Five. If, subsequent to your election of the benefit,
    we change our requirements for how Contract Value must be allocated under
    the benefit, that new requirement will apply only to new elections of the
    benefit, and will not compel you to re-allocate your Contract Value in
    accordance with our newly-adopted requirements. All subsequent transfers
    and purchase payments will be subject to the new investment limitations.

 Protected Withdrawal Value
 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Life Income Benefit and the Withdrawal Benefit. The initial
 Protected Withdrawal Value is determined as of the date you make your first
 withdrawal under your contract following your election of Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of:

    (A)the Contract Value on the date you elect Lifetime Five, plus any
       additional Purchase Payments (and any Credits), each growing at 5% per
       year from the date of your election of the benefit, or application of
       the Purchase Payment to your contract, as applicable, until the date of
       your first withdrawal or the 10th anniversary of the benefit effective
       date, if earlier;

    (B)the Contract Value on the date of the first withdrawal from your
       contract, prior to the withdrawal;

    (C)the highest Contract Value on each contract anniversary, plus subsequent
       Purchase Payments (plus any Credits) prior to the first withdrawal or
       the 10th anniversary of the benefit effective date, if earlier.

 With respect to A and C above, after the 10th anniversary of the benefit
 effective date, each value is increased by the amount of any subsequent
 Purchase Payments (plus any Credits).


                                      55




 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued




 If you elect Lifetime Five at the time you purchase your contract, the
 Contract Value will be your initial Purchase Payment (plus any Credits).

 If you make additional Purchase Payments after your first withdrawal, the
 Protected Withdrawal Value will be increased by the amount of each additional
 Purchase Payment (plus any Credits).

 Step-Up of the Protected Withdrawal Value
 You may elect to step-up your Protected Withdrawal Value if, due to positive
 market performance, your Account Value is greater than the Protected
 Withdrawal Value.

 If you elected the Lifetime Five program on or after March 20, 2006:
  .   you are eligible to step-up the Protected Withdrawal Value on or after
      the 1st anniversary of the first withdrawal under the Lifetime Five
      program
  .   the Protected Withdrawal Value can be stepped up again on or after the
      1st anniversary of the preceding step-up

 If you elected the Lifetime Five program prior to March 20, 2006 and that
 original election remains in effect:
  .   you are eligible to step-up the Protected Withdrawal Value on or after
      the 5th anniversary of the first withdrawal under the Lifetime Five
      program
  .   the Protected Withdrawal Value can be stepped up again on or after the
      5th anniversary of the preceding step-up

 In either scenario (i.e., elections before or after March 20, 2006) if you
 elect to step-up the Protected Withdrawal Value under the program, and on the
 date you elect to step-up, the charges under the Lifetime Five program have
 changed for new purchasers, your program may be subject to the new charge at
 the time of step-up. Upon election of the step-up, we increase the Protected
 Withdrawal Value to be equal to the then current Account Value. For example,
 assume your initial Protected Withdrawal Value was $100,000 and you have made
 cumulative withdrawals of $40,000, reducing the Protected Withdrawal Value to
 $60,000. On the date you are eligible to step-up the Protected Withdrawal
 Value, your Account Value is equal to $75,000. You could elect to step-up the
 Protected Withdrawal Value to $75,000 on the date you are eligible. If your
 current Annual Income Amount and Annual Withdrawal Amount are less than they
 would be if we did not reflect the step-up in Protected Withdrawal Value, then
 we will increase these amounts to reflect the step-up as described below.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force.

 If you elected Lifetime Five on or after March 20, 2006 and have also elected
 the Auto Step-Up feature:
..   the first Auto Step-Up opportunity will occur on the 1/st/ Contract
    Anniversary that is at least one year after the later of (1) the date of
    the first withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Contract Value is greater than the Annual Income Amount by any amount.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
    Value is not greater than the Annual Income Amount, an Auto Step-Up
    opportunity will occur on each successive Contract Anniversary until a
    step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    1/st/ Contract Anniversary that is at least one year after the most recent
    step-up.

 If you elected Lifetime Five prior to March 20, 2006 and have also elected the
 Auto Step-Up feature:
..   the first Auto Step-Up opportunity will occur on the Contract Anniversary
    that is at least five years after the later of (1) the date of the first
    withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Contract Value is greater than the Annual Income Amount by 5% or more.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
    Value does not exceed the Annual Income Amount by 5% or more, an Auto
    Step-Up opportunity will occur on each successive Contract Anniversary
    until a step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    Contract Anniversary that is at least 5 years after the most recent step-up.


 The Protected Withdrawal Value is reduced each time a withdrawal is made on a
 "dollar-for-dollar" basis up to 7% per contract year of the Protected
 Withdrawal Value and on the greater of a "dollar-for-dollar" basis or a pro
 rata basis for withdrawals in a contract year in excess of that amount until
 the Protected Withdrawal Value is reduced to zero. At that point, the Annual
 Withdrawal Amount will be zero until such time (if any) as the contract
 reflects a Protected Withdrawal Value (for example, due to a step-up or
 additional purchase payments being made into the contract).

                                      56



 Annual Income Amount Under the Life Income Benefit

 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals in a
 contract year are less than or equal to the Annual Income Amount, they will
 not reduce your Annual Income Amount in subsequent contract years. If your
 cumulative withdrawals are in excess of the Annual Income Amount (Excess
 Income), your Annual Income Amount in subsequent years will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Income to the Contract Value immediately prior to such withdrawal
 (see examples of this calculation below). Reductions include the actual amount
 of the withdrawal, including any withdrawal charges that may apply. A
 withdrawal can be considered Excess Income under the Life Income Benefit even
 though it does not exceed the Annual Withdrawal Amount under the Withdrawal
 Benefit. When you elect a step-up, your Annual Income Amount increases to
 equal 5% of your Contract Value after the step-up if such amount is greater
 than your Annual Income Amount. Your Annual Income Amount also increases if
 you make additional purchase payments. The amount of the increase is equal to
 5% of any additional purchase payments. Any increase will be added to your
 Annual Income Amount beginning on the day that the step-up is effective or the
 purchase payment is made. A determination of whether you have exceeded your
 Annual Income Amount is made at the time of each withdrawal; therefore, a
 subsequent increase in the Annual Income Amount will not offset the effect of
 a withdrawal that exceeded the Annual Income Amount at the time the withdrawal
 was made.


 Annual Withdrawal Amount Under the Withdrawal Benefit

 The initial Annual Withdrawal Amount is equal to 7% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals each
 contract year are less than or equal to the Annual Withdrawal Amount, your
 Protected Withdrawal Value will be reduced on a "dollar-for-dollar" basis. If
 your cumulative withdrawals are in excess of the Annual Withdrawal Amount
 (Excess Withdrawal), your Annual Withdrawal Amount will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Withdrawal to the Contract Value immediately prior to such
 withdrawal (see the examples of this calculation below). Reductions include
 the actual amount of the withdrawal, including any withdrawal charges that may
 apply. When you elect a step-up, your Annual Withdrawal Amount increases to
 equal 7% of your Contract Value after the step-up if such amount is greater
 than your Annual Withdrawal Amount. Your Annual Withdrawal Amount also
 increases if you make additional purchase payments. The amount of the increase
 is equal to 7% of any additional purchase payments. A determination of whether
 you have exceeded your Annual Withdrawal Amount is made at the time of each
 withdrawal; therefore, a subsequent increase in the Annual Withdrawal Amount
 will not offset the effect of a withdrawal that exceeded the Annual Withdrawal
 Amount at the time the withdrawal was made.


 Lifetime Five does not affect your ability to make withdrawals under your
 contract or limit your ability to request withdrawals that exceed the Annual
 Income Amount and the Annual Withdrawal Amount. You are not required to
 withdraw all or any portion of the Annual Withdrawal Amount or Annual Income
 Amount in each contract year.

..   If, cumulatively, you withdraw an amount less than the Annual Withdrawal
    Amount under the Withdrawal Benefit in any contract year, you cannot
    carry-over the unused portion of the Annual Withdrawal Amount to subsequent
    contract years.
..   If, cumulatively, you withdraw an amount less than the Annual Income Amount
    under the Life Income

 Benefit in any contract year, you cannot carry-over the unused portion of the
 Annual Income Amount to subsequent contract years.

 However, because the Protected Withdrawal Value is only reduced by the actual
 amount of withdrawals you make under these circumstances, any unused Annual
 Withdrawal Amount or Annual Income Amount may extend the period of time until
 the remaining Protected Withdrawal Value is reduced to zero.


 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Protected Withdrawal Value, Annual Withdrawal Amount and
 Annual Income Amount assume: 1.) the contract date and the effective date of
 Lifetime Five are February 1, 2005; 2.) an initial purchase payment of
 $250,000; 3.) the Contract Value on February 1, 2006 is equal to $265,000; and
 4.) the first withdrawal occurs on March 1, 2006 when the Contract Value is
 equal to $263,000. The values set forth here are purely hypothetical, and do
 not reflect the charge for Lifetime Five.


 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05(393/365) = $263,484

 (b)Contract value on March 1, 2006 (the date of the first withdrawal) =
    $263,000

 (c)Contract value on February 1, 2006 (the first contract anniversary) =
    $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Withdrawal Amount is equal to $18,550 under the Withdrawal Benefit (7%
 of $265,000). The Annual Income Amount is equal to $13,250 under the Life
 Income Benefit (5% of $265,000).

                                      57




 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



 Example 1. Dollar-for-dollar Reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:
..   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
    $10,000 = $8,550
..   Annual Withdrawal Amount for future contract years remains at $18,550
..   Remaining Annual Income Amount for current contract year = $13,250 -
    $10,000 = $3,250
..   Annual Income Amount for future contract years remains at $13,250
..   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-for-dollar and Proportional Reductions
 a) If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:

    -- Remaining Annual Withdrawal Amount for current contract year = $18,550 -
       $15,000 = $3,550
    -- Annual Withdrawal Amount for future contract years remains at $18,550
    -- Remaining Annual Income Amount for current contract year = $0
    -- Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
       $1,750) reduces Annual Income Amount for future contract years.

    -- Reduction to Annual Income Amount = Excess Income/Contract Value before
       Excess Income Annual Income Amount = $1,750/($263,000 - $13,250) X
       $13,250 = $93

    -- Annual Income Amount for future contract years = $13,250 - $93 = $13,157
    -- Protected Withdrawal Value is reduced by $15,000 from $265,000 to
       $250,000

 b) If $25,000 was withdrawn (more than both the Annual Income Amount and the
    Annual Withdrawal Amount) on March 1, 2006, then the following values would
    result:

    -- Remaining Annual Withdrawal Amount for current contract year = $0
    -- Excess of withdrawal over the Annual Withdrawal Amount ($25,000 -
       $18,550 = $6,450) reduces Annual Withdrawal Amount for future contract
       years.

    -- Reduction to Annual Withdrawal Amount = Excess Withdrawal/Contract Value
       before Excess Withdrawal X Annual Withdrawal Amount = $6,450/($263,000 -
       $18,550) X $18,550 = $489

    -- Annual Withdrawal Amount for future contract years = $18,550 - $489 =
       $18,061
    -- Remaining Annual Income Amount for current contract year = $0
    -- Excess of withdrawal over the Annual Income Amount ($25,000 - $13,250 =
       $11,750) reduces Annual Income Amount for future contract years.

    -- Reduction to Annual Income Amount = Excess Income/Contract Value before
       Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
       $13,250 = $623

    -- Annual Income Amount for future contract years = $13,250 - $623 = $12,627
    -- Protected Withdrawal Value is first reduced by the Annual Withdrawal
       Amount ($18,550) from $265,000 to $246,450. It is further reduced by the
       greater of a dollar-for-dollar reduction or a proportional reduction.
    -- Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450

    -- Proportional reduction = Excess Withdrawal/Contract Value before Excess
       Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
       $246,450 = $6,503

    -- Protected Withdrawal Value = $246,450 - max [$6,450, $6,503] = $239,947

 Example 3. Step-up of the Protected Withdrawal Value

 If the Annual Income Amount ($13,250) is withdrawn each year starting on
 March 1, 2006 for a period of 3 years, the Protected Withdrawal Value on
 February 1, 2012 would be reduced to $225,250 {$265,000 - ($13,250 X 3)}. If a
 step-up is elected on February 1, 2012, and the Contract Value on February 1,
 2012 is $280,000, then the following values would result:
..   Protected Withdrawal Value = Contract Value on February 1, 2012 = $280,000
..   Annual Income Amount is equal to the greater of the current Annual Income
    Amount or 5% of the stepped up Protected Withdrawal Value. Current Annual
    Income Amount is $13,250. 5% of the stepped up Protected Withdrawal Value
    is 5% of $280,000, which is $14,000. Therefore, the Annual Income Amount is
    increased to $14,000.

..   Annual Withdrawal Amount is equal to the greater of the current Annual
    Withdrawal Amount or 7% of the stepped up Protected Withdrawal Value.
    Current Annual Withdrawal Amount is $18,550. 7% of the stepped-up Protected
    Withdrawal Value is 7% of $280,000, which is $19,600. Therefore the Annual
    Withdrawal Amount is increased to $19,600.

..   Because the Contract Date and Effective Date of Lifetime Five for this
    example is prior to March 20, 2006, if the step-up request on February 1,
    2012 was due to the election of the auto step-up feature, we would first
    check to see if an auto step-up should occur by checking to see if 5% of
    the Contract Value exceeds the Annual Income Amount by 5% or more. 5% of
    the Contract Value is equal to 5% of $280,000, which is $14,000. 5% of the
    Annual Income Amount ($13,250) is $662.50, which


                                      58




   added to the Annual Income Amount is $13,912.50. Since 5% of the Contract
    Value is greater than $13,912.50, the step-up would still occur in this
    scenario, and all of the values would be increased as indicated above. Had
    the contract date and effective date of the Lifetime Five benefit been on
    or after March 20, 2006, the step-up would still occur because 5% of the
    Contract Value is greater than the Annual Income Amount.


 Benefits Under Lifetime Five

..   If your Contract Value is equal to zero, and the cumulative withdrawals in
    the current contract year are greater than the Annual Withdrawal Amount,
    Lifetime Five will terminate. To the extent that your Contract Value was
    reduced to zero as a result of cumulative withdrawals that are equal to or
    less than the Annual Income Amount and amounts are still payable under both
    the Life Income Benefit and the Withdrawal Benefit, you will be given the
    choice of receiving the payments under the Life Income Benefit or under the
    Withdrawal Benefit. Once you make this election we will make an additional
    payment for that contract year equal to either the remaining Annual Income
    Amount or Annual Withdrawal Amount for the contract year, if any, depending
    on the option you choose. In subsequent contract years we make payments
    that equal either the Annual Income Amount or the Annual Withdrawal Amount.
    You will not be able to change the option after your election and no
    further purchase payments will be accepted under your contract. If you do
    not make an election, we will pay you annually under the Life Income
    Benefit. To the extent that cumulative withdrawals in the current contract
    year that reduced your Contract Value to zero are more than the Annual
    Income Amount but less than or equal to the Annual Withdrawal Amount and
    amounts are still payable under the Withdrawal Benefit, you will receive
    the payments under the Withdrawal Benefit. In the year of a withdrawal that
    reduced your Contract Value to zero, we will make an additional payment to
    equal any remaining Annual Withdrawal Amount and make payments equal to the
    Annual Withdrawal Amount in each subsequent year (until the Protected
    Withdrawal Value is depleted). Once your Contract Value equals zero no
    further purchase payments will be accepted under your contract.

..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years or any remaining Protected
    Withdrawal Value, you can elect one of the following three options:


    1. apply your Contract Value to any annuity option available;


    2. request that, as of the date annuity payments are to begin, we make
       annuity payments each year equal to the Annual Income Amount. We make
       such annuity payments until the annuitant's death; or

    3. request that, as of the date annuity payments are to begin, we pay out
       any remaining Protected Withdrawal Value as annuity payments. Each year
       such annuity payments will equal the Annual Withdrawal Amount or the
       remaining Protected Withdrawal Value if less. We make such annuity
       payments until the earlier of the annuitant's death or the date the
       Protected Withdrawal Value is depleted.

 We must receive your request in a form acceptable to us at the Prudential
 Annuity Service Center.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a single life fixed annuity with
    five payments certain using the greater of the annuity rates then currently
    available or the annuity rates guaranteed in your contract. The amount that
    will be applied to provide such annuity payments will be the greater of:

    1. the present value of future Annual Income Amount payments. Such present
       value will be calculated using the greater of the single life fixed
       annuity rates then currently available or the single life fixed annuity
       rates guaranteed in your contract; and


    2. the Contract Value.


 If no withdrawal was ever taken, we will determine a Protected Withdrawal
 Value and calculate an Annual Income Amount and an Annual Withdrawal Amount as
 if you made your first withdrawal on the date the annuity payments are to
 begin.

 Other Important Considerations
..   Withdrawals under Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.

..   Withdrawals made while Lifetime Five is in effect will be treated, for tax
    purposes, in the same way as any other withdrawals under the contract.
    Lifetime Five does not directly affect the Contract Value or surrender
    value, but any withdrawal will decrease the Contract Value by the amount of
    the withdrawal (plus any applicable withdrawal charges). If you surrender
    your contract, you will receive the current Contract Value, not the
    Protected Withdrawal Value.
..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Lifetime Five. Lifetime Five provides
    a guarantee that if your Contract Value declines due to market performance,
    you will be able to receive your Protected Withdrawal Value or Annual
    Income Amount in the form of periodic benefit payments.


                                      59




 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



 Election of Lifetime Five

 Lifetime Five can be elected at the time you purchase your contract, or after
 the contract date. Elections of Lifetime Five are subject to our eligibility
 rules and restrictions. The contract owner's Contract Value as of the date of
 election will be used as the basis to calculate the initial Protected
 Withdrawal Value, the initial Annual Withdrawal Amount, and the initial Annual
 Income Amount.


 Termination of Lifetime Five
 Lifetime Five terminates automatically when your Protected Withdrawal Value
 and Annual Income Amount reach zero. You may terminate Lifetime Five at any
 time by notifying us. If you terminate Lifetime Five, any guarantee provided
 by the benefit will terminate as of the date the termination is effective.

 Lifetime Five terminates:
..   upon your surrender of the contract,
..   upon the death of the annuitant (but your surviving spouse may elect a new
    Lifetime Five benefit if your spouse elects the spousal continuance option
    and your spouse would then be eligible to elect the benefit as if he/she
    were a new purchaser),
..   upon a change in ownership of the contract that changes the tax
    identification number of the contract owner, or
..   upon your election to begin receiving annuity payments.

 We cease imposing the charge for Lifetime Five upon the earliest to occur of
 (i) your election to terminate the benefit, (ii) our receipt of appropriate
 proof of the death of the owner (or annuitant, for entity owned contracts),
 (iii) the annuity date, (iv) automatic termination of the benefit due to an
 impermissible change of owner or annuitant, or (v) a withdrawal that causes
 the benefit to terminate.

 While you may terminate Lifetime Five at any time, we may not terminate the
 benefit other than in the circumstances listed above. However, we may stop
 offering Lifetime Five for new elections or re-elections at any time in the
 future.

 Currently, if you terminate Lifetime Five, you will only be permitted to
 re-elect the benefit or elect the Spousal Lifetime Five Income Benefit on any
 anniversary of the contract date that is at least 90 calendar days from the
 date the benefit was last terminated.

 If you elected Lifetime Five at the time you purchased your contract and prior
 to March 20, 2006, and you terminate Lifetime Five, there will be no waiting
 period before you can re-elect the benefit or elect Spousal Lifetime Five.
 However, once you choose to re-elect/elect, the waiting period described above
 will apply to subsequent re-elections. If you elected Lifetime Five after the
 time you purchased your contract, but prior to March 20, 2006, and you
 terminate Lifetime Five, you must wait until the contract anniversary
 following your cancellation before you can re-elect the benefit or elect
 Spousal Lifetime Five. Once you choose to re-elect/elect, the waiting period
 described above will apply to subsequent re-elections. We reserve the right to
 limit the re-election/election frequency in the future. Before making any such
 change to the re-election/election frequency, we will provide prior notice to
 contract owners who have an effective Lifetime Five Income Benefit.


 Additional Tax Considerations
 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your annuity contract
 beginning after age 70 1/2. The amount required under the Code may exceed the
 Annual Withdrawal Amount and the Annual Income Amount, which will cause us to
 increase the Annual Income Amount and the Annual Withdrawal Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. Any such payments will reduce your Protected
 Withdrawal Value. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as required minimum distribution provisions under the tax law.


 SPOUSAL LIFETIME FIVE INCOME BENEFIT

 The Spousal Lifetime Five Income Benefit (Spousal Lifetime Five) described
 below is only being offered in those jurisdictions where we have received
 regulatory approval and will be offered subsequently in other jurisdictions
 when we receive regulatory approval in those jurisdictions. Certain terms and
 conditions may differ between jurisdictions once approved. Currently, if you
 elect Spousal Lifetime Five and subsequently terminate the benefit, there will
 be a restriction on your ability to re-elect Spousal Lifetime Five and
 Lifetime Five. We reserve the right to further limit the election frequency in
 the future. Before making any such change to the election frequency, we will
 provide prior notice to contract owners who have an effective Spousal Lifetime
 Five Income Benefit. Spousal Lifetime Five must be elected based on two
 Designated Lives, as described below. Each Designated Life must be at least 55
 years old when the benefit is elected. Spousal Lifetime Five is not available
 if you elect any other optional living or death benefit. As long as your
 Spousal Lifetime Five Income Benefit is in effect, you must allocate your
 Contract Value in


                                      60




 accordance with the then permitted and available option(s). Owners electing
 this benefit must allocate contract value to one or more of the following
 asset allocation portfolios of the Advanced Series Trust (we reserve the right
 to change these required portfolios on a prospective basis): AST Capital
 Growth Asset Allocation Portfolio, AST Balanced Asset Allocation Portfolio,
 AST Conservative Asset Allocation Portfolio, AST Preservation Asset Allocation
 Portfolio, AST Advanced Strategies Portfolio, AST First Trust Balanced Target
 Portfolio, AST First Trust Capital Appreciation Target Portfolio, AST T. Rowe
 Price Asset Allocation Portfolio, AST UBS Dynamic Alpha Portfolio, or AST
 American Century Strategic Allocation Portfolio.

 We offer a benefit that guarantees until the later death of two natural
 persons that are each other's spouses at the time of election of Spousal
 Lifetime Five and at the first death of one of them (the "Designated Lives",
 each a "Designated Life") the ability to withdraw an annual amount (Spousal
 Life Income Benefit) equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of market performance
 on the Contract Value, subject to our rules regarding the timing and amount of
 withdrawals. The Spousal Life Income Benefit may remain in effect even if the
 Contract Value is zero. Spousal Lifetime Five may be appropriate if you intend
 to make periodic withdrawals from your annuity, wish to ensure that market
 performance will not affect your ability to receive annual payments and you
 wish either spouse to be able to continue the Spousal Life Income Benefit
 after the death of the first. You are not required to make withdrawals as part
 of the benefit - the guarantees are not lost if you withdraw less than the
 maximum allowable amount each year under the rules of the benefit.

 Key Feature - Protected Withdrawal Value.
 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Spousal Life Income Benefit. The initial Protected
 Withdrawal Value is determined as of the date you make your first withdrawal
 under your contract following your election of Spousal Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of:

 (A)the Contract Value on the date you elect Spousal Lifetime Five, plus any
    additional Purchase Payments (and any Credits), each growing at 5% per year
    from the date of your election of the benefit, or application of the
    Purchase Payment to your contract, as applicable, until the date of your
    first withdrawal or the 10th anniversary of the benefit effective date, if
    earlier;

 (B)the Contract Value on the date of the first withdrawal from your contract,
    prior to the withdrawal;

 (C)the highest Contract Value on each contract anniversary, plus subsequent
    Purchase Payments (plus any Credits) prior to the first withdrawal or the
    10th anniversary of the benefit effective date, if earlier.

 With respect to A and C above, after the 10th anniversary of the benefit
 effective date, each value is increased by the amount of any subsequent
 Purchase Payments (plus any Credits)

..   If you elect Spousal Lifetime Five at the time you purchase your contract,
    the Contract Value will be your initial purchase payment (plus any credits).
..   For existing contract owners who are electing the Spousal Lifetime Five
    Benefit, the Contract Value on the date of your election of Spousal
    Lifetime Five will be used to determine the initial Protected Withdrawal
    Value.


 Annual Income Amount Under the Spousal Life Income Benefit

 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Spousal Lifetime Five, if your cumulative withdrawals
 in a contract year are less than or equal to the Annual Income Amount, they
 will not reduce your Annual Income Amount in subsequent contract years, but
 any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that contract year. If your cumulative withdrawals
 are in excess of the Annual Income Amount ("Excess Income"), your Annual
 Income Amount in subsequent years will be reduced (except with regard to
 required minimum distributions) by the result of the ratio of the Excess
 Income to the Contract Value immediately prior to such withdrawal (see
 examples of this calculation below). Reductions include the actual amount of
 the withdrawal, including any withdrawal charges that may apply.

 You may elect to step-up your Annual Income Amount if, due to positive market
 performance, 5% of your Contract Value is greater than the Annual Income
 Amount. You are eligible to step-up the Annual Income Amount on or after the
 1/st/ anniversary of the first withdrawal under Spousal Lifetime Five. The
 Annual Income Amount can be stepped up again on or after the 1/st /anniversary
 of the preceding step-up. If you elect to step-up the Annual Income Amount,
 and on the date you elect to step-up, the charges under Spousal Lifetime Five
 have changed for new purchasers, you may be subject to the new charge at the
 time of such step-up. When you elect a step-up, your Annual Income Amount
 increases to equal 5% of your Contract Value after the step-up. Your Annual
 Income Amount also increases if you make additional Purchase Payments. The
 amount of the increase is equal to 5% of any additional Purchase Payments. Any
 increase will be added to your Annual Income Amount beginning on the day that
 the step-up is effective or the Purchase Payment is made. A determination of
 whether you have exceeded your Annual Income Amount


                                      61




 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 is made at the time of each withdrawal; therefore a subsequent increase in the
 Annual Income Amount will not offset the effect of a withdrawal that exceeded
 the Annual Income Amount at the time the withdrawal was made.


 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force. If you elect this feature, the first
 Auto Step-Up opportunity will occur on the 1/st/ Contract Anniversary that is
 at least one year after the later of (1) the date of the first withdrawal
 under Spousal Lifetime Five or (2) the most recent step-up. At this time, your
 Annual Income Amount will be stepped-up if 5% of your Contract Value is
 greater than the Annual Income Amount by any amount. If 5% of the Contract
 Value does not exceed the Annual Income Amount, then an Auto Step-Up
 opportunity will occur on each successive Contract Anniversary until a step-up
 occurs. Once a step-up occurs, the next Auto Step-Up opportunity will occur on
 the 1/st/ Contract Anniversary that is at least 1 year after the most recent
 step-up. If, on the date that we implement an Auto Step-Up to your Annual
 Income Amount, the charge for Spousal Lifetime Five has changed for new
 purchasers, you may be subject to the new charge at the time of such step-up.
 Subject to our rules and restrictions, you will still be permitted to manually
 step-up the Annual Income Amount even if you elect the Auto Step-Up feature.


 Spousal Lifetime Five does not affect your ability to make withdrawals under
 your contract or limit your ability to request withdrawals that exceed the
 Annual Income Amount. Under Spousal Lifetime Five, if your cumulative
 withdrawals in a contract year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent contract
 years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that contract year.

 If, cumulatively, you withdraw an amount less than the Annual Income Amount
 under Spousal Lifetime Five Income Benefit in any contract year, you cannot
 carry-over the unused portion of the Annual Income Amount to subsequent
 contract years.


 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Annual Income Amount assume: 1.) the contract date and the
 effective date of Spousal Lifetime Five are February 1, 2005; 2.) an initial
 purchase payment of $250,000; 3.) the Contract Value on February 1, 2006 is
 equal to $265,000; 4.) the first withdrawal occurs on March 1, 2006 when the
 Contract Value is equal to $263,000; and 5.) the Contract Value on February 1,
 2010 is equal to $280,000. The values set forth here are purely hypothetical,
 and do not reflect the charge for the Spousal Lifetime Income Five Benefit.


 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05(393/365) = $263,484

 (b)Contract value on March 1, 2006 (the date of the first withdrawal) =
    $263,000


 (c)Contract value on February 1, 2006 (the first Contract Anniversary) =
    $265,000


 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Income Amount is equal to $13,250 under the Spousal Life Income Benefit
 (5% of $265,000).

 Example 1. Dollar-for-dollar Reduction
 If $10,000 was withdrawn (less than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current contract year = $13,250 -
    $10,000 = $3,250 Annual Income Amount for future contract years remains at
    $13,250

 Example 2. Dollar-for-dollar and Proportional Reductions
 If $15,000 was withdrawn (more than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current contract year = $0
..   Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
    $1,750) reduces Annual Income Amount for future contract years.
..   Reduction to Annual Income Amount = Excess Income/Contract Value before
    Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
    $13,250 = $93
..   Annual Income Amount for future contract years = $13,250 - $93 = $13,157

 Example 3. Step-up of the Annual Income Amount

 If a step-up of the Annual Income Amount is requested on February 1, 2010 or
 the Auto Step-Up feature was elected, the step-up would occur because 5% of
 the Contract Value, which is $14,000 (5% of $280,000), is greater than the
 Annual Income Amount of $13,250. The new Annual Income Amount will be equal to
 $14,000.


                                      62



 Benefits Under Spousal Lifetime Five

..   To the extent that your Contract Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount and amounts are still payable under the Spousal Life Income Benefit,
    we will make an additional payment for that contract year equal to the
    remaining Annual Income Amount for the contract year, if any. Thus, in that
    scenario, the remaining Annual Income Amount would be payable even though
    your Contract Value was reduced to zero. In subsequent contract years we
    make payments that equal the Annual Income Amount as described above. No
    further purchase payments will be accepted under your contract. We will
    make payments until the first of the Designated Lives to die, and will
    continue to make payments until the death of the second Designated Life as
    long as the Designated Lives were spouses at the time of the first death.
    To the extent that cumulative withdrawals in the current contract year that
    reduced your Contract Value to zero are more than the Annual Income Amount,
    the Spousal Life Income Benefit terminates and no additional payments will
    be made.

..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years, you can elect one of the following
    two options:


    1. apply your Contract Value to any annuity option available; or


    2. request that, as of the date annuity payments are to begin, we make
       annuity payments each year equal to the Annual Income Amount. We will
       make payments until the first of the Designated Lives to die, and will
       continue to make payments until the death of the second Designated Life
       as long as the Designated Lives were spouses at the time of the first
       death.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a joint and survivor or single (as
    applicable) life fixed annuity with five payments certain using the same
    basis that is used to calculate the greater of the annuity rates then
    currently available or the annuity rates guaranteed in your contract. The
    amount that will be applied to provide such annuity payments will be the
    greater of:

    1. the present value of future Annual Income Amount payments. Such present
       value will be calculated using the same basis that is used to calculate
       the single life fixed annuity rates guaranteed in your contract; and


    2. the Contract Value.


..   If no withdrawal was ever taken, we will determine an initial Protected
    Withdrawal Value and calculate an Annual Income Amount as if you made your
    first withdrawal on the date the annuity payments are to begin.

 Other Important Considerations
..   Withdrawals under Spousal Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.

..   Withdrawals made while Spousal Lifetime Five is in effect will be treated,
    for tax purposes, in the same way as any other withdrawals under the
    contract. Spousal Lifetime Five does not directly affect the Contract Value
    or surrender value, but any withdrawal will decrease the Contract Value by
    the amount of the withdrawal (plus any applicable withdrawal charges). If
    you surrender your contract, you will receive the current surrender value.
..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Spousal Lifetime Five. Spousal
    Lifetime Five provides a guarantee that if your Contract Value declines due
    to market performance, you will be able to receive your Annual Income
    Amount in the form of periodic benefit payments.
..   In general, you must allocate your Contract Value in accordance with the
    then-available option(s) that we may prescribe, in order to elect and
    maintain Spousal Lifetime Five. If, subsequent to your election of the
    benefit, we change our requirements for how Contract Value must be
    allocated under the benefit, that new requirement will apply only to new
    elections of the benefit, and will not compel you to re-allocate your
    Contract Value in accordance with our newly-adopted requirements. All
    subsequent transfers and purchase payments will be subject to the new
    investment limitations.

..   There may be circumstances where you will continue to be charged the full
    amount for Spousal Lifetime Five even when the benefit is only providing a
    guarantee of income based on one life with no survivorship.

..   In order for the surviving Designated Life to continue Spousal Lifetime
    Five upon the death of an owner, the Designated Life must elect to assume
    ownership of the contract under the Spousal Continuance Option.


 Election of and Designations of Spousal Lifetime Five
 Spousal Lifetime Five can only be elected based on two Designated Lives.
 Designated Lives must be natural persons who are each other's spouses at the
 time of election of the benefit and at the death of the first of the
 Designated Lives to die. Currently, the benefit may only be elected where the
 contract owner, annuitant and beneficiary designations are as follows:
..   One contract owner, where the annuitant and the contract owner are the same
    person and the beneficiary is the contract owner's spouse. The contract
    owner/annuitant and the beneficiary each must be at least 55 years old at
    the time of election; or

                                      63




 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


..   Co-contract owners, where the contract owners are each other's spouses. The
    beneficiary designation must be the surviving spouse. The first named
    contract owner must be the annuitant. Both contract owners must each be 55
    years old at the time of election.

..   One contract owner, where the owner is a custodial account established to
    hold retirement assets for the benefit of the annuitant pursuant to the
    provisions of Section 408(a) of the Internal Revenue Code (or any successor
    Code section thereto) ("Custodial Account"), the beneficiary is the
    Custodial Account, and the spouse of the annuitant is the co-annuitant.
    Both the annuitant and co-annuitant must each be at least 55 years old at
    the time of election. When the contract is set up in this manner, in order
    for Spousal Lifetime Five to be continued after the death of the first
    designated life (the annuitant), the custodian must have elected to
    continue the contract, with the second designated life (the co-annuitant)
    named as annuitant.


 No ownership changes or annuitant changes will be permitted once this benefit
 is elected. However, if the contract is co-owned, the contract owner that is
 not the annuitant may be removed without affecting the benefit.


 Spousal Lifetime Five can be elected at the time that you purchase your
 contract. We also offer existing contract owners the option to elect Spousal
 Lifetime Five after the contract date of their contract, subject to our
 eligibility rules and restrictions. Your Contract Value as of the date of
 election will be used as a basis to calculate the initial Protected Withdrawal
 Value and the Annual Income Amount.


 Currently, if you terminate Spousal Lifetime Five, you will only be permitted
 to re-elect the benefit or elect the Lifetime Five Income Benefit on any
 anniversary of the contract date that is at least 90 calendar days from the
 date the benefit was last terminated.

 We reserve the right to further limit the election frequency in the future.
 Before making any such change to the election frequency, we will provide prior
 notice to contract owners who have an effective Spousal Lifetime Five Income
 Benefit.

 Termination of Spousal Lifetime Five
 Spousal Lifetime Five terminates automatically when your Annual Income Amount
 equals zero. You may terminate Spousal Lifetime Five at any time by notifying
 us. If you terminate Spousal Lifetime Five, any guarantee provided by the
 benefit will terminate as of the date the termination is effective and certain
 restrictions on re-election of the benefit will apply as described above. We
 reserve the right to further limit the frequency election in the future.
 Spousal Lifetime Five terminates upon your surrender of the contract, upon the
 first Designated Life to die if the contract is not continued, upon the second
 Designated Life to die or upon your election to begin receiving annuity
 payments.


 The charge for Spousal Lifetime Five will no longer be deducted from your
 Contract Value upon termination of the benefit.

 Additional Tax Considerations
 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your contract beginning
 after age 70 1/2. Roth IRAs are not subject to these rules during the contract
 owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. In addition, the amount and duration of payments
 under the annuity payment and death benefit provisions may be adjusted so that
 the payments do not trigger any penalty or excise taxes due to tax
 considerations such as required minimum distributions under the tax law.

 HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT (Highest Daily Lifetime Five)
 The Highest Daily Lifetime Five program described below is only being offered
 in those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Highest Daily Lifetime Five is offered as
 an alternative to Lifetime Five and Spousal Lifetime Five. Currently, if you
 elect Highest Daily Lifetime Five and subsequently terminate the benefit, you
 will not be able to re-elect Highest Daily Lifetime Five, and will have a
 waiting period until you can elect Spousal Lifetime Five or Lifetime Five.
 Specifically, you will be permitted to elect Lifetime Five or Spousal Lifetime
 Five only on an anniversary of the contract date that is at least 90 calendar
 days from the date that Highest Daily Lifetime Five was terminated. We reserve
 the right to further limit the election frequency in the future. The income
 benefit under Highest Daily Lifetime Five currently is based on a single
 "designated life" who is at least 55 years old on the date that the benefit is
 acquired. The Highest Daily Lifetime Five Benefit is not available if you
 elect any other optional living benefit, although you may elect any optional
 death benefit (other than the Highest Daily Value Death Benefit). Any DCA
 program that transfers Contract Value from a Fixed Allocation is also not
 available as Fixed Allocations are not permitted with the benefit. As long as
 your Highest Daily Lifetime Five Benefit is in effect, you must allocate your
 Contract Value in accordance with the then-permitted and available investment
 option(s) with this program.


                                      64




 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Total Annual Income
 Amount") equal to a percentage of an initial principal value (the "Total
 Protected Withdrawal Value") regardless of the impact of market performance on
 the Contract Value, subject to our program rules regarding the timing and
 amount of withdrawals. The benefit may be appropriate if you intend to make
 periodic withdrawals from your Contract, and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals as part of the program - the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of the benefit. We discuss Highest Daily Lifetime Five in
 greater detail immediately below. In addition, please see the Glossary section
 of this prospectus for definitions of some of the key terms used with this
 benefit. As discussed below, we require that you participate in our asset
 transfer program in order to participate in Highest Daily Lifetime Five, and
 in the Appendices to this prospectus, we set forth the formula under which we
 make those asset transfers.

 As discussed below, a key component of Highest Daily Lifetime Five is the
 Total Protected Withdrawal Value, which is an amount that is distinct from
 Contract Value. Because each of the Total Protected Withdrawal Value and Total
 Annual Income Amount is determined in a way that is not solely related to
 Contract Value, it is possible for the Contract Value to fall to zero, even
 though the Total Annual Income Amount remains. You are guaranteed to be able
 to withdraw the Total Annual Income Amount for the rest of your life, provided
 that you have not made "excess withdrawals." Excess withdrawals, as discussed
 below, will reduce your Total Annual Income Amount. Thus, you could experience
 a scenario in which your Contract Value was zero, and, due to your excess
 withdrawals, your Total Annual Income Amount also was reduced to zero. In that
 scenario, no further amount would be payable under Highest Daily Lifetime Five.

 Key Feature - Total Protected Withdrawal Value
 The Total Protected Withdrawal Value is used to determine the amount of the
 annual payments under the Highest Daily Lifetime Five. The Total Protected
 Withdrawal Value is equal to the greater of the Protected Withdrawal Value and
 any Enhanced Protected Withdrawal Value that may exist. If you do not meet the
 conditions described below for obtaining Enhanced Protected Withdrawal Value
 then Total Protected Withdrawal Value is simply equal to Protected Withdrawal
 Value.

 The Protected Withdrawal Value initially is equal to the Contract Value on the
 date that you elect Highest Daily Lifetime Five. On each business day
 thereafter, until the earlier of the first withdrawal or ten years after the
 date of your election of the benefit, we recalculate the Protected Withdrawal
 Value. Specifically, on each such business day (the "Current Business Day"),
 the Protected Withdrawal Value is equal to the greater of:

..   The Protected Withdrawal Value for the immediately preceding business day
    (the "Prior Business Day"), appreciated at the daily equivalent of 5%
    annually during the calendar day(s) between the Prior Business Day and the
    Current Business Day (i.e., one day for successive business days, but more
    than one calendar day for business days that are separated by weekends
    and/or holidays), plus the amount of any Purchase Payment (including any
    associated credit) made on the Current Business Day; and
..   the Contract Value.

 The Enhanced Protected Withdrawal Value is only calculated if you do not take
 a withdrawal prior to the Tenth Anniversary. Thus, if you do take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive Enhanced
 Protected Withdrawal Value. If no such withdrawal is taken, then on or after
 the Tenth Anniversary up until the date of the first withdrawal, the Enhanced
 Protected Withdrawal Value is equal to the sum of:
       (a)200% of the Contract Value on the date you elected Highest Daily
          Lifetime Five;
       (b)200% of all purchase payments (and any associated credits) made
          during the one-year period after the date you elected Highest Daily
          Lifetime Five; and
       (c)100% of all purchase payments (and any associated credits) made more
          than one year after the date you elected Highest Daily Lifetime Five,
          but prior to the date of your first withdrawal.

 We cease these daily calculations of the Protected Withdrawal Value and
 Enhanced Protected Withdrawal Value (and therefore, the Total Protected
 Withdrawal Value) when you make your first withdrawal. However, as discussed
 below, subsequent purchase payments (and any associated credits) will increase
 the Total Annual Income Amount, while "excess" withdrawals (as described
 below) may decrease the Total Annual Income Amount.

 KEY FEATURE - Total Annual Income Amount under the Highest Daily Lifetime Five
 Benefit
 The initial Total Annual Income Amount is equal to 5% of the Total Protected
 Withdrawal Value. For purposes of the asset transfer formula described below,
 we also calculate a Highest Daily Annual Income Amount, which is initially
 equal to 5% of the Protected Withdrawal Value. Under the Highest Daily
 Lifetime Five Benefit, if your cumulative withdrawals in a Contract Year are
 less than or equal to the Total Annual Income Amount, they will not reduce
 your Total Annual Income Amount in subsequent Contract Years, but any such
 withdrawals will reduce the Total Annual Income Amount on a dollar-for-dollar
 basis in that Contract Year. If your cumulative withdrawals are in excess of
 the Total Annual Income Amount ("Excess Income"), your Total Annual Income
 Amount in subsequent years will be reduced (except with regard to required
 minimum distributions) by the result of the ratio of the Excess Income to the
 Contract Value immediately prior to such withdrawal (see examples of this
 calculation below). Reductions


                                      65




 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



 include the actual amount of the withdrawal, including any CDSC that may
 apply. A Purchase Payment that you make will increase the then-existing Total
 Annual Income Amount and Highest Daily Annual Income Amount by an amount equal
 to 5% of the Purchase Payment (including the amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Total Annual Income Amount if your
 Contract Value increases subsequent to your first withdrawal. We begin
 examining the Contract Value for purposes of this feature starting with the
 anniversary of the Contract Date (the "Contract Anniversary") immediately
 after your first withdrawal under the benefit. Specifically, upon the first
 such Contract Anniversary, we identify the Contract Value on the business days
 corresponding to the end of each quarter that (i) is based on your Contract
 Year, rather than a calendar year; (ii) is subsequent to the first withdrawal;
 and (iii) falls within the immediately preceding Contract Year. If the end of
 any such quarter falls on a holiday or a weekend, we use the next business
 day. We multiply each of those quarterly Contract Values by 5%, adjust each
 such quarterly value for subsequent withdrawals and Purchase Payments, and
 then select the highest of those values. If the highest of those values
 exceeds the existing Total Annual Income Amount, we replace the existing
 amount with the new, higher amount. Otherwise, we leave the existing Total
 Annual Income Amount intact. In later years, (i.e., after the first Contract
 Anniversary after the first withdrawal) we determine whether an automatic
 step-up should occur on each Contract Anniversary, by performing a similar
 examination of the Contract Values on the end of the four immediately
 preceding quarters. If, on the date that we implement a Highest Quarterly Auto
 Step-Up to your Total Annual Income Amount, the charge for Highest Daily
 Lifetime Five has changed for new purchasers, you may be subject to the new
 charge at the time of such step-up. Prior to increasing your charge for
 Highest Daily Lifetime Five upon a step-up, we would notify you, and give you
 the opportunity to cancel the automatic step-up feature. If you receive notice
 of a proposed step-up and accompanying fee increase, you should carefully
 evaluate whether the amount of the step-up justifies the increased fee to
 which you will be subject.

 The Highest Daily Lifetime Five program does not affect your ability to make
 withdrawals under your contract, or limit your ability to request withdrawals
 that exceed the Total Annual Income Amount. Under Highest Daily Lifetime Five,
 if your cumulative withdrawals in a Contract Year are less than or equal to
 the Total Annual Income Amount, they will not reduce your Total Annual Income
 Amount in subsequent Contract Years, but any such withdrawals will reduce the
 Total Annual Income Amount on a dollar-for-dollar basis in that Contract Year.

 If, cumulatively, you withdraw an amount less than the Total Annual Income
 Amount in any Contract Year, you cannot carry-over the unused portion of the
 Total Annual Income Amount to subsequent Contract Years.

 Examples of dollar-for-dollar and proportional reductions and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Highest Daily
 Lifetime Five benefit or any other fees and charges. Assume the following for
 all three examples:
  .   The Contract Date is December 1, 2006
  .   The Highest Daily Lifetime Five benefit is elected on March 5, 2007.

 Dollar-for-Dollar Reductions
 On March 5, 2007, the Total Protected Withdrawal Value is $120,000, resulting
 in a Total Annual Income Amount of $6,000 (5% of $120,000). Assuming $2,500 is
 withdrawn from the Contract on this date, the remaining Total Annual Income
 Amount for that Contract Year (up to and including December 1, 2007) is
 $3,500. This is the result of a dollar-for-dollar reduction of the Total
 Annual Income Amount - $6,000 less $2,500 = $3,500.

 Proportional Reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2007 and the Contract Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Total Annual
 Income Amount for that Contract Year to $0. The remaining withdrawal amount -
 $1,500 - reduces the Total Annual Income Amount in future Contract Years on a
 proportional basis based on the ratio of the excess withdrawal to the Contract
 Value immediately prior to the excess withdrawal. (Note that if there were
 other withdrawals in that Contract Year, each would result in another
 proportional reduction to the Total Annual Income Amount).


                                      66




 Here is the calculation:




                                                              
  ---------------------------------------------------------------------------
  Contract value before withdrawal                               $110,000.00
  ---------------------------------------------------------------------------
  Less amount of "non" excess withdrawal                         $ (3,500.00)
  ---------------------------------------------------------------------------
  Contract value immediately before excess withdrawal of $1,500  $106,500.00
  ---------------------------------------------------------------------------
  Excess withdrawal amount                                       $  1,500.00
  ---------------------------------------------------------------------------
  Divided by Contract Value immediately before excess withdrawal $106,500.00
  ---------------------------------------------------------------------------
  Ratio                                                                 1.41%
  ---------------------------------------------------------------------------
  Total Annual Income Amount                                     $  6,000.00
  ---------------------------------------------------------------------------
  Less ratio of 1.41%                                            $    (84.51)
  ---------------------------------------------------------------------------
  Total Annual Income Amount for future Contract Years           $  5,915.49
  ---------------------------------------------------------------------------




 Highest Quarterly Auto Step-Up
 On each Contract Anniversary date, the Total Annual Income Amount is
 stepped-up if 5% of the highest quarterly value since your first withdrawal
 (or last Contract Anniversary in subsequent years), adjusted for excess
 withdrawals and additional Purchase Payments, is higher than the Total Annual
 Income Amount, adjusted for excess withdrawals and additional Purchase
 Payments.

 Continuing the same example as above, the Total Annual Income Amount for this
 Contract Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Contract
 Year, the Total Annual Income Amount will be stepped-up if 5% of the highest
 quarterly Contract Value, adjusted for withdrawals, is higher than $5,915.49.
 Here are the calculations for determining the quarterly values. Only the
 June 1 value is being adjusted for excess withdrawals as the September 1 and
 December 1 business days occur after the excess withdrawal on August 6.





                                    Highest Quarterly   Adjusted Total Annual
                                   Value (adjusted with   Income Amount (5%
                                      withdrawal and       of the Highest
        Date*       Contract Value Purchase Payments)**   Quarterly Value)
  ---------------------------------------------------------------------------
                                               
  June 1, 2007       $118,000.00       $118,000.00            $5,900.00
  ---------------------------------------------------------------------------
  August 6, 2007     $120,000.00       $112,885.55            $5,644.28
  ---------------------------------------------------------------------------
  September 1, 2007  $112,000.00       $112,885.55            $5,644.28
  ---------------------------------------------------------------------------
  December 1, 2007   $119,000.00       $119,000.00            $5,950.00
  ---------------------------------------------------------------------------




 *  In this example, the Contract Anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter - March
    1, June 1, September 1, and December 1. In this example, we do not use the
    March 1 date as the first withdrawal took place after March 1. The Contract
    Anniversary Date of December 1 is considered the fourth and final quarterly
    valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Total Annual Income Amount of
    $5,900.00. This amount is adjusted on August 6 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:

   .   The Contract Value of $118,000 on June 1 is first reduced
       dollar-for-dollar by $3,500 ($3,500 is the remaining Total Annual Income
       Amount for the Contract Year), resulting in an adjusted Contract Value
       of $114,500 before the excess withdrawal.
   .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
       the above example which is the excess withdrawal divided by the Contract
       Value immediately preceding the excess withdrawal) resulting in a
       Highest Quarterly Value of $112,885.55.

 The adjusted Total Annual Income Amount is carried forward to the next
 quarterly anniversary date of September 1. At this time, we compare this
 amount to 5% of the Contract Value on September 1. Since the June 1 adjusted
 Total Annual Income Amount of $5,644.28 is higher than $5,600.00 (5% of
 $112,000), we continue to carry $5,644.28 forward to the next and final
 quarterly anniversary date of December 1. The Contract Value on December 1 is
 $119,000 and 5% of this amount is $5,950. Since this is higher than $5,644.28,
 the adjusted Total Annual Income Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of $
 5,950.00. Since this amount is higher than the current year's Total Annual
 Income Amount of $5,915.49 adjusted for excess withdrawals, the Total Annual
 Income Amount for the next Contract Year, starting on December 2, 2007 and
 continuing through December 1, 2008, will be stepped-up to $5,950.00.

 Benefits Under the Highest Daily Lifetime Five Program
..   To the extent that your Contract Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Total Annual
    Income Amount and amounts are still payable under Highest Daily Lifetime
    Five, we will make an additional


                                      67




 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



   payment, if any, for that Contract Year equal to the remaining Total Annual
    Income Amount for the Contract Year. Thus, in that scenario, the remaining
    Total Annual Income Amount would be payable even though your Contract Value
    was reduced to zero. In subsequent Contract Years we make payments that
    equal the Total Annual Income Amount as described in this section. We will
    make payments until the death of the single designated life. To the extent
    that cumulative withdrawals in the current Contract Year that reduced your
    Contract Value to zero are more than the Total Annual Income Amount, the
    Highest Daily Lifetime Five benefit terminates, and no additional payments
    will be made.
..   If Annuity payments are to begin under the terms of your Contract, or if
    you decide to begin receiving annuity payments and there is a Total Annual
    Income Amount due in subsequent Contract Years, you can elect one of the
    following two options:

    (1)apply your Contract Value to any annuity option available; or

    (2)request that, as of the date annuity payments are to begin, we make
       annuity payments each year equal to the Total Annual Income Amount. We
       will make payments until the death of the single designated life.

 We must receive your request in a form acceptable to us at our office.

 In the absence of an election when mandatory contract payments are to begin,
 we will make annual contract payments in the form of a single life fixed
 contract with ten payments certain, by applying the greater of the contract
 rates then currently available or the contract rates guaranteed in your
 Contract. The amount that will be applied to provide such annuity payments
 will be the greater of:

 (1)the present value of the future Total Annual Income Amount payments. Such
    present value will be calculated using the greater of the single life fixed
    contract rates then currently available or the single life fixed contract
    rates guaranteed in your Contract; and

 (2)the Contract Value.

..   If no withdrawal was ever taken, we will calculate the Total Annual Income
    Amount as if you made your first withdrawal on the date the contract
    payments are to begin.
..   Please note that payments that we make under this benefit after the
    contract anniversary coinciding with or next following the annuitant's
    95/th/ birthday will be treated as annuity payments.

 Other Important Considerations
..   Withdrawals under the Highest Daily Lifetime Five benefit are subject to
    all of the terms and conditions of the Contract, including any CDSC.
..   Withdrawals made while the Highest Daily Lifetime Five Benefit is in effect
    will be treated, for tax purposes, in the same way as any other withdrawals
    under the Contract. The Highest Daily Lifetime Five Benefit does not
    directly affect the Contract Value or surrender value, but any withdrawal
    will decrease the Contract Value by the amount of the withdrawal (plus any
    applicable CDSC). If you surrender your Contract you will receive the
    current surrender value.
..   You can make withdrawals from your Contract while your Contract Value is
    greater than zero without purchasing the Highest Daily Lifetime Five
    benefit. The Highest Daily Lifetime Five benefit provides a guarantee that
    if your Contract Value declines due to market performance, you will be able
    to receive your Total Annual Income Amount in the form of periodic benefit
    payments.
..   In general, you must allocate your Account Value in accordance with the
    then available investment option(s) that we may prescribe in order to elect
    and maintain the Highest Daily Lifetime Five benefit. If, subsequent to
    your election of the benefit, we change our requirements for how Account
    Value must be allocated under the benefit, the new requirement will apply
    only to new elections of the benefit, and we will not compel you to
    re-allocate your Account Value in accordance with our newly-adopted
    requirements. Subsequent to any change in requirements, transfers of
    Account Value and allocation of additional Purchase Payments may be subject
    to the new investment limitations.
..   Upon inception of the benefit, 100% of your Contract Value must be
    allocated to the permitted sub-accounts. However, the asset transfer
    component of the benefit as described below may transfer Contract Value to
    the Benefit Fixed Rate Account as of the effective date of the benefit in
    some circumstances
..   You cannot allocate Purchase Payments or transfer Contract Value to a Fixed
    Interest Rate Option if you elect this benefit
..   Transfers to and from the Sub-accounts and the Benefit Fixed Rate Option
    triggered by the asset transfer component of the benefit will not count
    toward the maximum number of free transfers allowable under an Annuity.

 Election of and Designations under the Program
 For Highest Daily Lifetime Five, there must be either a single Owner who is
 the same as the Annuitant, or if the Contract is entity-owned, there must be a
 single natural person Annuitant. In either case, the Annuitant must be at
 least 55 years old.


                                      68




 Any change of the Annuitant under the Contract will result in cancellation of
 Highest Daily Lifetime Five. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime Five, except if (a) the new Owner has
 the same taxpayer identification number as the previous owner (b) both the new
 Owner and previous Owner are entities or (c) the previous Owner is a natural
 person and the new Owner is an entity.

 Highest Daily Lifetime Five can be elected at the time that you purchase your
 contract. We also offer existing owners (i.e., those who have already acquired
 their contract) the option to elect Highest Daily Lifetime Five after the
 Contract Date, subject to our eligibility rules and restrictions.

 Currently, if you terminate the Highest Daily Lifetime Five benefit, you will
 (a) not be permitted to re-elect the benefit and (b) will be allowed to elect
 the Spousal Lifetime Five Benefit or the Lifetime Five Income Benefit on any
 anniversary of the Contract Date that is at least 90 calendar days from the
 date the Highest Daily Lifetime Five Benefit was terminated. We reserve the
 right to further limit the election frequency in the future. Before making any
 such change to the election frequency, we will provide prior notice to Owners
 who have an effective Highest Daily Lifetime Five benefit.

 Termination of the Program
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. The benefit terminates: (i) upon your
 termination of the benefit (ii) upon your surrender of the Contract (iii) upon
 your election to begin receiving contract payments (iv) upon the death of the
 Annuitant (v) if both the Contract Value and Total Annual Income Amount equal
 zero or (vi) if you fail to meet our requirements for issuing the benefit.

 Upon termination of Highest Daily Lifetime Five, we cease deducting the charge
 for the benefit. With regard to your investment allocations, upon termination
 we will: (i) leave intact amounts that are held in the variable investment
 options, and (ii) transfer all amounts held in the Benefit Fixed Rate Account
 (as defined below) to your variable investment options, based on your existing
 allocation instructions or (in the absence of such existing instructions) pro
 rata (i.e. in the same proportion as the current balances in your variable
 investment options). Upon termination, we may limit or prohibit investment in
 the Fixed Interest Rate Options.

 Return of Principal Guarantee
 If you have not made a withdrawal before the Tenth Anniversary, we will
 increase your Contract Value on that Tenth Anniversary (or the next business
 day, if that anniversary is not a business day), if the requirements set forth
 in this paragraph are met. On the Tenth Anniversary, we add:

 (a)your Contract Value on the day that you elected Highest Daily Lifetime
    Five; and

 (b)the sum of each Purchase Payment you made (including any Credits) during
    the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Contract Value on the Tenth
 Anniversary, we increase your Contract Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Contract Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Contract Value under this
 provision will be allocated to each of your variable investment options and
 the Benefit Fixed Rate Account (described below), in the same proportion that
 each such investment option bears to your total Contract Value, immediately
 prior to the application of the amount. Any such amount will not be considered
 a purchase payment when calculating your Total Protected Withdrawal Value,
 your death benefit, or the amount of any other optional benefit that you may
 have selected, and therefore will have no direct impact on any such values at
 the time we add this amount. This potential addition to Contract Value is
 available only if you have elected Highest Daily Lifetime Five and if you meet
 the conditions set forth in this paragraph. Thus, if you take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive the Return of
 Principal Guarantee.

 Asset Transfer Component of Highest Daily Lifetime Five
 As indicated above, we limit the sub-accounts to which you may allocate
 Contract Value if you elect Highest Daily Lifetime Five. For purposes of this
 benefit, we refer to those permitted sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Five, we require that you participate in our specialized asset transfer
 program, under which we may transfer Contract Value between the Permitted
 Sub-accounts and a fixed interest rate account that is part of our general
 account (the "Benefit Fixed Rate Account"). We determine whether to make a
 transfer, and the amount of any transfer, under a non-discretionary formula,
 discussed below. The Benefit Fixed Rate Account is available only with this
 benefit, and thus you may not allocate Purchase Payments to that Account.

 Under the asset transfer component of Highest Daily Lifetime Five, we monitor
 your Contract Value daily and, if necessary, systematically transfer amounts
 between the Permitted Sub-accounts you have chosen and the Benefit Fixed Rate
 Account. Any transfer would be made in accordance with a formula, which is set
 forth in the schedule supplement to the endorsement for this benefit (and also
 appears in the Appendices to this prospectus). Speaking generally, the
 formula, which we apply each business


                                      69



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 day, operates as follows. The formula starts by identifying your Protected
 Withdrawal Value for that day and then multiplies that figure by 5%, to
 produce a projected (i.e., hypothetical) Highest Daily Annual Income Amount.
 Then, using our actuarial tables, we produce an estimate of the total amount
 we would target in our allocation model, based on the projected Highest Daily
 Annual Income Amount each year for the rest of your life. In the formula, we
 refer to that value as the "Target Value" or "L". If you have already made a
 withdrawal, your projected Highest Daily Annual Income Amount (and thus your
 Target Value) would take into account any automatic step-up that was scheduled
 to occur according to the step-up formula described above. Next, the formula
 subtracts from the Target Value the amount held within the Benefit Fixed Rate
 Account on that day, and divides that difference by the amount held within the
 Permitted Sub-accounts. That ratio, which essentially isolates the amount of
 your Target Value that is not offset by amounts held within the Benefit Fixed
 Rate Account, is called the "Target Ratio" or "r". If the Target Ratio exceeds
 a certain percentage, (currently 83%), it means essentially that too much
 Target Value is not offset by assets within the Benefit Fixed Rate Account,
 and therefore we will transfer an amount from your Permitted Sub-accounts to
 the Benefit Fixed Rate Account. Conversely, if the Target Ratio falls below a
 certain percentage, then a transfer from the Benefit Fixed Rate Account to the
 Permitted Sub-accounts would occur. Note that the formula is calculated with
 reference to the Highest Daily Annual Income Amount, rather than with
 reference to the Total Annual Income Amount.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Contract Value to the Benefit Fixed Rate
 Account, because such a reduction will tend to increase the Target Ratio.
 Moreover, certain market return scenarios involving "flat" returns over a
 period of time also could result in the transfer of money to the Benefit Fixed
 Rate Account. In deciding how much to transfer, we use another formula, which
 essentially seeks to re-balance amounts held in the Permitted Sub-accounts and
 the Benefit Fixed Rate Account so that the Target Ratio meets a target, which
 currently is equal to 80%. Once you elect Highest Daily Lifetime Five, the
 ratios we use will be fixed. For new elections in the future, however, we
 reserve the right to change the ratios.

 While you are not notified when your Contract reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Contract Value either to or from the Benefit Fixed Rate Account. The
 formula by which the reallocation triggers operate is designed primarily to
 mitigate the financial risks that we incur in providing the guarantee under
 Highest Daily Lifetime Five.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
..   Not make any transfer; or
..   If a portion of your Contract Value was previously allocated to the Benefit
    Fixed Rate Account, transfer all or a portion of those amounts to the
    Permitted Sub-accounts, based on your existing allocation instructions or
    (in the absence of such existing instructions) pro rata (i.e., in the same
    proportion as the current balances in your variable investment options).
    Amounts taken out of the Benefit Fixed Rate Account will be withdrawn for
    this purpose on a last-in, first-out basis (an amount renewed into a new
    guarantee period under the Benefit Fixed Rate Account will be deemed a new
    investment for purposes of this last-in, first-out rule); or
..   Transfer all or a portion of your Contract Value in the Permitted
    Sub-accounts pro-rata to the Benefit Fixed Rate Account. The interest that
    you earn on such transferred amount will be equal to the annual rate that
    we have set for that day, and we will credit the daily equivalent of that
    annual interest until the earlier of one year from the date of the transfer
    or the date that such amount in the Benefit Fixed Rate Account is
    transferred back to the Permitted Sub-accounts.

 If a significant amount of your Contract Value is systematically transferred
 to the Benefit Fixed Rate Account during periods of market declines or low
 interest rates, less of your Contract Value may be available to participate in
 the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. Under the reallocation formula that we employ, it
 is possible that over time a significant portion, and under certain
 circumstances all, of your Contract Value may be allocated to the Benefit
 Fixed Rate Account. Note that if your entire contract value is transferred to
 the Benefit Fixed Rate Account, then based on the way the formula operates,
 that value would remain in the Benefit Fixed Rate Account unless you made
 additional purchase payments to the Permitted Sub-accounts, which could cause
 Contract Value to transfer out of the Benefit Fixed Rate Account.

 Additional Tax Considerations
 If you purchase a contract as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the minimum distribution rules under
 the Code require that you begin receiving periodic amounts from your contract
 beginning after age 70 1/2. For a Tax Sheltered Annuity or a 401(a) plan for
 which the participant is not a greater than 5 percent owner of the employer,
 this required beginning date can generally be deferred to retirement, if
 later. Roth IRAs are not subject to these rules during the owner's lifetime.
 The amount required under the Code may exceed the Total Annual Income Amount,
 which will cause us to increase the Total Annual Income Amount in any Contract
 Year that required minimum distributions due from your Contract are greater
 than such amounts. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as minimum distribution requirements. Please note, however, that any


                                      70




 withdrawal you take prior to the Tenth Anniversary, even if withdrawn to
 satisfy required minimum distribution rules, will cause you to lose the
 ability to receive Enhanced Protected Withdrawal Value and an amount under the
 Return of Principal Guarantee.

 As indicated, withdrawals made while the Highest Daily Lifetime Five Benefit
 is in effect will be treated, for tax purposes, in the same way as any other
 withdrawals under the contract. Please see the Tax Considerations section of
 the prospectus for a detailed discussion of the tax treatment of withdrawals.
 We do not address each potential tax scenario that could arise with respect to
 this Benefit here. However, we do note that if you participate in Highest
 Daily Lifetime Five through a non-qualified annuity, and your annuity has
 received Enhanced Protected Withdrawal Value and/or an additional amount under
 the Return of Principal Guarantee, as with all withdrawals, once all purchase
 payments are returned under the contract, all subsequent withdrawal amounts
 will be taxed as ordinary income.


 6: WHAT IS THE INCOME APPRECIATOR BENEFIT?

 INCOME APPRECIATOR BENEFIT
 The Income Appreciator Benefit (IAB) is an optional, supplemental income
 benefit that provides an additional income amount during the accumulation
 period or upon annuitization. The Income Appreciator Benefit is designed to
 provide you with additional funds that can be used to help defray the impact
 taxes may have on distributions from your contract. IAB may be suitable for
 you in other circumstances as well, which you can discuss with your registered
 representative. Because individual circumstances vary, you should consult with
 a qualified tax advisor to determine whether it would be appropriate for you
 to elect the Income Appreciator Benefit.

 If you want the Income Appreciator Benefit, you generally must elect it when
 you make your initial purchase payment. Once you elect the Income Appreciator
 Benefit, you may not later revoke it.

..   The annuitant must be 75 or younger in order for you to elect the Income
    Appreciator Benefit.

..   If you choose the Income Appreciator Benefit, we will impose an annual
    charge equal to 0.25% of your Contract Value. See "What Are The Expenses
    Associated With The Strategic Partners Annuity One 3 Contract?" in
    Section 8.


 Activation of the Income Appreciator Benefit
 YOU CAN ACTIVATE THE INCOME APPRECIATOR BENEFIT AT ANY TIME AFTER IT HAS BEEN
 IN FORCE FOR SEVEN YEARS. To activate the Income Appreciator Benefit, you must
 send us a written request in good order.

 Once activated, you can receive the Income Appreciator Benefit:
..   IAB OPTION 1 at annuitization as part of an annuity payment;
..   IAB OPTION 2 during the accumulation phase through the IAB automatic
    withdrawal payment program; or
..   IAB OPTION 3 during the accumulation phase as an Income Appreciator Benefit
    credit to your contract over a 10-year period.

 Income Appreciator Benefit payments are treated as earnings and may be subject
 to tax upon withdrawal. See Section 10, "What Are The Tax Considerations
 Associated With The Strategic Partners Annuity One 3 Contract?"

 If you do not activate the benefit prior to the maximum annuitization age you
 may lose all or part of the IAB.

 CALCULATION OF THE INCOME APPRECIATOR BENEFIT
 We will calculate the Income Appreciator Benefit amount as of the date we
 receive your written request in good order (or, for IAB Option 1, on the
 annuity date). We do this by multiplying the current earnings in the contract
 by the applicable Income Appreciator Benefit percentage based on the number of
 years the Income Appreciator Benefit has been in force. For purposes of
 calculating the Income Appreciator Benefit:

..   earnings are calculated as the difference between the Contract Value and
    the sum of all purchase payments;
..   earnings do not include (1) any amount added to the Contract Value as a
    result of the Spousal Continuance Option, or (2) if we were to permit you
    to elect the Income Appreciator Benefit after the contract date, any
    earnings accrued under the contract prior to that election;

..   withdrawals reduce earnings first, then purchase payments, on a
    dollar-for-dollar basis;
..   the table below shows the Income Appreciator Benefit percentages
    corresponding to the number of years the Income Appreciator Benefit has
    been in force.



         Number of Years Income Appreciator Benefit Income Appreciator
                     has been in Force              Benefit Percentage
         -------------------------------------------------------------
                                                 
                            0-6                             0%
         -------------------------------------------------------------
                            7-9                            15%
         -------------------------------------------------------------
                           10-14                           20%
         -------------------------------------------------------------
                            15+                            25%
         -------------------------------------------------------------


                                      71



 6: WHAT IS THE INCOME APPRECIATOR BENEFIT? continued


 IAB Option 1 - Income Appreciator Benefit At Annuitization

 Under this option, if you choose to activate the Income Appreciator Benefit at
 annuitization, we will calculate the Income Appreciator Benefit amount on the
 annuity date and add it to the adjusted Contract Value for purposes of
 determining the amount available for annuitization. You may apply this amount
 to any annuity or settlement option over the lifetime of the annuitant, joint
 annuitants, or a period certain of at least 15 years (but not to exceed life
 expectancy).


 UPON ANNUITIZATION, YOU MAY LOSE ALL OR A PORTION OF THE INCOME APPRECIATOR
 BENEFIT IF YOU CHOOSE AN ANNUITY SETTLEMENT OPTION OTHER THAN ANY LIFETIME
 PAYOUT OPTION OR PERIOD CERTAIN OPTION FOR AT LEAST 15 YEARS. IN SUCH
 INSTANCES, WE WOULD NOT REIMBURSE YOU FOR THE EXPENSES YOU HAD PAID US FOR
 THIS BENEFIT.

 Effect of Income Appreciator Benefit on Guaranteed Minimum Income Benefit
 If you exercise the Guaranteed Minimum Income Benefit feature and an Income
 Appreciator Benefit amount remains payable under your contract, the value we
 use to calculate the annuity payout amount will be the greater of:


 1. the adjusted Contract Value plus the remaining Income Appreciator Benefit
    amount, calculated at current IAB annuitization rates; or


 2. the GMIB protected value plus the remaining Income Appreciator Benefit
    amount, calculated using the GMIB guaranteed annuity purchase rates shown
    in the contract.

 If you exercise the Guaranteed Minimum Income Benefit feature and activate the
 Income Appreciator Benefit at the same time, you must choose among the
 Guaranteed Minimum Income Benefit annuity payout options available at the time.

 Terminating the Income Appreciator Benefit
 The Income Appreciator Benefit will terminate on the earliest of:
..   the date you make a total withdrawal from the contract;

..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Option;

..   the date the Income Appreciator Benefit amount is reduced to zero
    (generally ten years after activation) under IAB Options 2 and 3;
..   the date of annuitization; or
..   the date the contract terminates.

 Upon termination of the Income Appreciator Benefit, we cease imposing the
 associated charge.

 INCOME APPRECIATOR BENEFIT OPTIONS DURING THE ACCUMULATION PHASE
 You may choose IAB Option 1 at annuitization, but you may instead choose IAB
 Options 2 or 3 during the accumulation phase of your contract. Income
 Appreciator Benefit payments under IAB Options 2 and 3 will begin on the same
 day of the month as the contract date, beginning with the next month following
 our receipt of your request in good order. Under IAB Options 2 and 3, you can
 choose to have the Income Appreciator Benefit amounts paid or credited
 monthly, quarterly, semi-annually, or annually.

 IAB OPTIONS 2 AND 3 INVOLVE A TEN-YEAR PAYMENT PERIOD. IF THE 10-YEAR PAYMENT
 PERIOD WOULD END AFTER THE ANNUITY DATE AND YOU CHOOSE AN ANNUITY SETTLEMENT
 OPTION OTHER THAN ANY LIFETIME PAYOUT OPTION OR PERIOD CERTAIN OPTION OF AT
 LEAST 15 YEARS OR YOU MAKE A FULL WITHDRAWAL, YOU MAY LOSE ALL OR ANY
 REMAINING PORTION OF THE INCOME APPRECIATOR BENEFIT. IN SUCH INSTANCES, WE
 WOULD NOT REIMBURSE YOU FOR THE EXPENSES YOU HAD PAID US FOR THIS BENEFIT.

 IAB Option 2 - Income Appreciator Benefit Automatic Withdrawal Payment Program

 Under this option, you elect to receive the Income Appreciator Benefit during
 the accumulation phase. When you activate the benefit, a 10-year Income
 Appreciator Benefit automatic withdrawal payment program begins. We will pay
 you the Income Appreciator Benefit amount in equal installments over a 10-year
 payment period. You may combine this Income Appreciator Benefit amount with an
 automated withdrawal amount from your Contract Value, in which case each
 combined payment must be at least $100.

 The maximum automated withdrawal payment amount that you may receive from your
 Contract Value under this Income Appreciator Benefit program in any contract
 year during the 10-year period may not exceed 10% of the Contract Value as of
 the date you activate the Income Appreciator Benefit.


                                      72




 Once we calculate the Income Appreciator Benefit, the amount will not be
 affected by changes in Contract Value due to the investment performance of any
 allocation option. Withdrawal charges may apply to automatic withdrawal
 payment amounts, but not to amounts attributable to the Income Appreciator
 Benefit.

 After the ten-year payment period has ended, if the remaining Contract Value
 is $2,000 or more, the contract will continue. If the remaining Contract Value
 is less than $2,000 after the end of the 10-year payment period, we will pay
 you the remaining Contract Value and the contract will terminate. If the
 Contract Value falls below the minimum amount required to keep the contract in
 force due solely to investment results before the end of the 10-year payment
 period, we will continue to pay the Income Appreciator Benefit amount for the
 remainder of the 10-year payment period.


 Discontinuing the Income Appreciator Benefit Automatic Withdrawal Payment
 Program Under IAB Option 2

 You may discontinue the Income Appreciator Benefit payment program under IAB
 Option 2 and activate IAB Option 3 at any time after payments have begun and
 before the last payment is made. We will add the remaining Income Appreciator
 Benefit amount to the Contract Value at the same frequency as your initial
 election until the end of the 10-year payment period. We will treat any Income
 Appreciator Benefit amount added to the Contract Value as additional earnings.
 Unless you direct us otherwise, we will allocate these additions to the
 variable investment options, fixed interest rate options, or the market value
 adjustment option in the same proportions as your most recent purchase payment
 allocation percentages.

 You may discontinue the Income Appreciator Benefit payment program under IAB
 Option 2 before the last payment is made and elect an annuity or settlement
 option. We will add the balance of the Income Appreciator Benefit amount for
 the 10-year payment period to the Contract Value in a lump sum before
 determining the adjusted Contract Value. The adjusted Contract Value may be
 applied to any annuity or settlement option that is paid over the lifetime of
 the annuitant, joint annuitants, or a period certain of at least 15 years (but
 not to exceed life expectancy).


 IAB Option 3 - Income Appreciator Benefit Credit to Contract Value

 Under this option, you can activate the Income Appreciator Benefit and receive
 the benefit as credits to your Contract Value over a 10-year payment period.
 We will allocate these Income Appreciator Benefit credits to the variable
 investment options, the fixed interest rate options, or the market value
 adjustment option in the same manner as your current allocation, unless you
 direct us otherwise. We will waive the $1,000 minimum requirement for the
 market value adjustment option. We will calculate the Income Appreciator
 Benefit amount on the date we receive your written request in good order. Once
 we have calculated the Income Appreciator Benefit, the Income Appreciator
 Benefit credit will not be affected by changes in Contract Value due to the
 investment performance of any allocation option.

 Before we add the last Income Appreciator Benefit credit to your Contract
 Value, you may switch to IAB Option 2 and receive the remainder of the Income
 Appreciator Benefit as payments to you (instead of credits to the Contract
 Value) under the Income Appreciator Benefit program for the remainder of the
 10-year payment period.


 You can also request that any remaining payments in the 10-year payment period
 be applied to an annuity or settlement option that is paid over the lifetime
 of the annuitants, joint annuitants, or a period certain of at least 15 years
 (but not to exceed life expectancy).

 Excess Withdrawals

 During the 10 year period under IAB options 2 or 3, an "excess withdrawal"
 occurs when any amount is withdrawn from your Contract Value in a contract
 year that exceeds the sum of (1) 10% of the Contract Value as of the date the
 Income Appreciator Benefit was activated plus (2) earnings since the Income
 Appreciator Benefit was activated that have not been previously withdrawn.


 We will deduct the excess withdrawal on a proportional basis from the
 remaining Income Appreciator Benefit amount. We will then calculate and apply
 a new reduced Income Appreciator Benefit amount.


 Withdrawals you make in a contract year that do not exceed the sum of (1) 10%
 of the Contract Value as of the date the Income Appreciator Benefit was
 activated plus (2) earnings since the Income Appreciator Benefit was activated
 that have not been previously withdrawn do not reduce the remaining Income
 Appreciator Benefit amount. Additionally, if the amount withdrawn in any year
 is less than the excess withdrawal threshold, the difference between the
 amount withdrawn and the threshold can be carried over to subsequent years on
 a cumulative basis and withdrawn without causing a reduction to the Income
 Appreciator Benefit amount.


 Effect of Total Withdrawal on Income Appreciator Benefit
 We will not make Income Appreciator Benefit payments after the date you make a
 total withdrawal of the contract surrender value.

                                      73



 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS ANNUITY ONE 3 CONTRACT?


 PURCHASE PAYMENTS
 The initial purchase payment is the amount of money you give us to purchase
 the contract. Unless we agree otherwise, and subject to our rules, the minimum
 initial purchase payment is $10,000. You must get our prior approval for any
 initial and additional purchase payment of $1,000,000 or more, unless we are
 prohibited under applicable state law from insisting on such prior approval.
 With some restrictions, you can make additional purchase payments by means
 other than electronic fund transfer of no less than $500 at any time during
 the accumulation phase. However, we impose a minimum of $100 with respect to
 additional purchase payments made through electronic fund transfers. (You may
 not make additional purchase payments if you purchase a contract issued in
 Massachusetts, or if you purchase a Contract With Credit issued in
 Pennsylvania.)

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger on the contract date. Certain
 age limits apply to certain features and benefits described herein. No
 subsequent purchase payments may be made on or after the earliest of the
 86/th/ birthday of:
..   the owner,
..   the joint owner,
..   the annuitant, or
..   the co-annuitant.

 Currently, the maximum aggregate purchase payments you may make is $20
 million. We limit the maximum total purchase payments in any contract year
 other than the first to $2 million absent our prior approval. Depending on
 applicable state law, other limits may apply.

 ALLOCATION OF PURCHASE PAYMENTS
 When you purchase a contract, we will allocate your invested purchase payment
 among the variable or fixed interest rate options, or the market value
 adjustment option based on the percentages you choose. The percentage of your
 allocation to a particular investment option can range in whole percentages
 from 0% to 100%.

 When you make an additional purchase payment, it will be allocated in the same
 way as your most recent purchase payment, unless you tell us otherwise.
 Allocations to the DCA Fixed Rate Option must be no less than $2,000 and,
 allocations to the market value adjustment option must be no less than $1,000.

 You may change your allocation of future invested purchase payments at any
 time. Contact the Prudential Annuity Service Center for details.


 We generally will credit the initial purchase payment to your contract within
 two business days from the day on which we receive your payment in good order
 at the Prudential Annuity Service Center. If, however, your first payment is
 made without enough information for us to set up your contract, we may need to
 contact you to obtain the required information. If we are not able to obtain
 this information within five business days, we will within that five business
 day period either return your purchase payment or obtain your consent to
 continue holding it until we receive the necessary information. We will
 generally credit each subsequent purchase payment as of the business day we
 receive it in good order at the Prudential Annuity Service Center. Our
 business day generally closes at 4:00 p.m. Eastern time. Our business day may
 close earlier, for example if regular trading on the New York Stock Exchange
 closes early. Subsequent purchase payments received in good order after the
 close of the business day will be credited on the following business day. With
 respect to both your initial purchase payment and any subsequent purchase
 payment that is pending investment in our separate account, we may hold the
 amount temporarily in our general account and may earn interest on such
 amount. You will not be credited with interest during that period.


 At our discretion, we may give initial and subsequent purchase payments (as
 well as withdrawals and transfers) received in good order by certain
 broker/dealers prior to the close of a business day the same treatment as they
 would have received had they been received at the same time at the Prudential
 Annuity Service Center. For more detail, talk to your registered
 representative.


 Applicable laws designed to counter terrorists and prevent money laundering
 might, in certain circumstances, require us to block a contract owner's
 ability to make certain transactions, and thereby refuse to accept purchase
 payments or requests for transfers, partial withdrawals, total withdrawals,
 death benefits, or income payments until instructions are received from the
 appropriate regulator. We also may be required to provide additional
 information about you and your contract to government regulators.


 CREDITS

 If you purchase the Contract With Credit, we will add a credit amount to your
 Contract Value with each purchase payment you make. The credit amount is
 allocated to the variable or fixed interest rate investment options or the
 market value adjustment option in the same percentages as the purchase payment.


                                      74



 The bonus credit that we pay with respect to any purchase payment depends on
 (i) the age of the older of the owner or joint owner on the date on which the
 purchase payment is made and (ii) the amount of the purchase payment.
 Specifically,
..   if the elder owner is 80 or younger on the date that the purchase payment
    is made, then we will add a bonus credit to the purchase payment equal to
    4% if the purchase payment is less than $250,000; 5% if the purchase
    payment is equal to or greater than $250,000 but less than $1 million; or
    6% if the purchase payment is $1 million or greater; and
..   if the elder owner is aged 81-85 on the date that the purchase payment is
    made, then we will add a bonus credit equal to 3% of the amount of the
    purchase payment.

 Under the Contract With Credit, if the owner returns the contract during the
 free look period, we will recapture the bonus credits. If we pay a death
 benefit under the contract, we have a contractual right to take back any
 credit we applied within one year of the date of death.

 CALCULATING CONTRACT VALUE
 The value of the variable portion of your contract will go up or down
 depending on the investment performance of the variable investment options you
 choose. To determine the value of your contract allocated to the variable
 investment options, we use a unit of measure called an accumulation unit. An
 accumulation unit works like a share of a mutual fund.

 Every day we determine the value of an accumulation unit for each of the
 variable investment options. We do this by:

 1) adding up the total amount of money allocated to a specific investment
    option,

 2) subtracting from that amount insurance charges and any other applicable
    charges such as for taxes, and

 3) dividing this amount by the number of outstanding accumulation units.

 When you make a purchase payment to a variable investment option, we credit
 your contract with accumulation units of the subaccount or subaccounts for the
 investment options you choose. We determine the number of accumulation units
 credited to your contract by dividing the amount of the purchase payment, plus
 (if you have purchased the Contract With Credit) any applicable credit,
 allocated to a variable investment option by the unit price of the
 accumulation unit for that variable investment option. We calculate the unit
 price for each investment option after the New York Stock Exchange closes each
 day and then credit your contract. The value of the accumulation units can
 increase, decrease, or remain the same from day to day.


 We cannot guarantee that your Contract Value will increase or that it will not
 fall below the amount of your total purchase payments.


 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE 3
 CONTRACT?

 There are charges and other expenses associated with the contract that reduce
 the return on your investment. These charges and expenses are described below.

 The charges under the contracts are designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under the contracts. They are also designed, in the aggregate, to compensate
 us for the risks of loss we assume pursuant to the contracts. If, as we
 expect, the charges that we collect from the contracts exceed our total costs
 in connection with the contracts, we will earn a profit. Otherwise, we will
 incur a loss. The rates of certain of our charges have been set with reference
 to estimates of the amount of specific types of expenses or risks that we will
 incur. In most cases, this prospectus identifies such expenses or risks in the
 name of the charge; however, the fact that any charge bears the name of, or is
 designed primarily to defray a particular expense or risk does not mean that
 the amount we collect from that charge will never be more than the amount of
 such expense or risk. Nor does it mean that we may not also be compensated for
 such expense or risk out of any other charges we are permitted to deduct by
 the terms of the contract.

 INSURANCE AND ADMINISTRATIVE CHARGES

 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit or the Highest Daily Lifetime Five Benefit, and an
 additional charge of 0.75% annually if you choose the Spousal Lifetime Five
 Income Benefit. If you choose a Guaranteed Minimum Death Benefit option,
 Highest Daily Value Death Benefit option, or Lifetime Five Income Benefit
 option, the insurance and administrative cost also includes a charge to cover
 our assumption of the associated risk. The mortality risk portion of the
 charge is for assuming the risk that the annuitant(s) will live longer than
 expected based on our life expectancy tables. When this happens, we pay a
 greater number of annuity payments. We also incur the risk that the death
 benefit amount exceeds the Contract Value. The expense risk portion of the
 charge is for assuming the risk that the current charges will be insufficient
 in the future to cover the cost of administering the contract. The
 administrative expense portion of the charge compensates us for the expenses
 associated with the administration of the contract. This includes preparing
 and issuing the


                                      75



 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE 3
 CONTRACT?  continued

 contract; establishing and maintaining contract records; preparation of
 confirmations and annual reports; personnel costs; legal and accounting fees;
 filing fees; and systems costs.

 We calculate the insurance and administrative charge based on the average
 daily value of all assets allocated to the variable investment options. These
 charges are not assessed against amounts allocated to the fixed interest rate
 options. The amount of the charge depends on the death benefit (or other)
 option that you choose.

 The death benefit charge is equal to:
..   1.40% on an annual basis if you choose the base death benefit,
..   1.65% on an annual basis if you choose either the roll-up or step-up
    Guaranteed Minimum Death Benefit option, (i.e., 0.25% in addition to the
    base death benefit charge),
..   1.75% on an annual basis if you choose the greater of the roll-up and
    step-up Guaranteed Minimum Death Benefit option (i.e., 0.35% in addition to
    the base death benefit charge), or
..   1.90% on an annual basis if you choose the Highest Daily Value Death
    Benefit (i.e., 0.50% in addition to the base death benefit charge).


 We impose an additional insurance and administrative charge of 0.10% annually
 (of Contract Value attributable to the variable investment options) for the
 Contract With Credit.

 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit or the Highest Daily Lifetime Five Benefit, and an
 additional charge of 0.75% annually if you choose the Spousal Lifetime Five
 Income Benefit. The 0.60% and 0.75% charges are in addition to the charge we
 impose for the applicable death benefit, and are deducted daily based on the
 Contract Value in the variable investment options. Upon any reset of the
 amounts guaranteed under these benefits, we reserve the right to adjust the
 charge to that being imposed at that time for new elections of the benefits.


 If the charges under the contract are not sufficient to cover our expenses,
 then we will bear the loss. We do, however, expect to profit from these
 charges. Any profits made from these charges may be used by us to pay for the
 costs of distributing the contracts. If you choose the Contract With Credit,
 we will also use any profits from this charge to recoup our costs of providing
 the credit.


 The charges that we discuss in this section are assessed against the assets of
 the separate account. Certain of these charges are part of the base annuity
 and other charges are assessed only if any available optional benefit is
 selected. If a fixed interest rate option is available under your contract,
 the interest rate that we credit to that option may be reduced by an amount
 that corresponds to the asset-based charges to which you are subject under the
 variable investment options.


 WITHDRAWAL CHARGE

 A withdrawal charge may apply if you make a full or partial withdrawal during
 the withdrawal charge period for a purchase payment. The amount and duration
 of the withdrawal charge depends on whether you choose the Contract With
 Credit or the Contract Without Credit. The withdrawal charge varies with the
 number of contract anniversaries that have elapsed since each purchase payment
 being withdrawn was made. Specifically, we maintain an "age" for each purchase
 payment you have made by keeping track of how many contract anniversaries have
 passed since the purchase payment was made.

 The withdrawal charge is the percentage, shown below, of the amount withdrawn.



           Number of Contract
           Anniversaries since Contract with Credit Contract without
            the Date of each        Withdrawal      Credit Withdrawal
            Purchase Payment          Charge             Charge
           ----------------------------------------------------------
                                              
                    0                   8%                 7%
           ----------------------------------------------------------
                    1                   8%                 6%
           ----------------------------------------------------------
                    2                   8%                 5%
           ----------------------------------------------------------
                    3                   8%                 4%
           ----------------------------------------------------------
                    4                   7%                 3%
           ----------------------------------------------------------
                    5                   6%                 2%
           ----------------------------------------------------------
                    6                   5%                 1%
           ----------------------------------------------------------
                    7                   0%                 0%
           ----------------------------------------------------------


                                      76



 If a withdrawal is effective on the day before a contract anniversary, the
 withdrawal charge percentage as of the next following contract anniversary
 will apply.


 If you request a withdrawal, we will deduct an amount from the Contract Value
 that is sufficient to pay the withdrawal charge, and provide you with the
 amount requested.

 If you request a full withdrawal, we will provide you with the full amount of
 the Contract Value after making deductions for charges.

 Each contract year, you may withdraw a specified amount of your Contract Value
 without incurring a withdrawal charge. We make this "charge-free amount"
 available to you subject to approval of this feature in your state. We
 determine the charge-free amount available to you in a given contract year on
 the contract anniversary that begins that year. In calculating the charge-free
 amount, we divide purchase payments into two categories - payments that are
 subject to a withdrawal charge and those that are not. We determine the
 charge-free amount based only on purchase payments that are subject to a
 withdrawal charge. The charge-free amount in a given contract year is equal to
 10% of the sum of all the purchase payments subject to the withdrawal charge
 that you have made as of the applicable contract anniversary. During the first
 contract year, the charge-free amount is equal to 10% of the initial purchase
 payment.


 When you make a withdrawal (including a withdrawal under the optional Lifetime
 Five Income Benefit), we will deduct the amount of the withdrawal first from
 the available charge-free amount. Any excess amount will then be deducted from
 purchase payments in excess of the charge-free amount and subject to
 applicable withdrawal charges. Once you have withdrawn all purchase payments,
 additional withdrawals will come from any earnings. We do not impose
 withdrawal charges on earnings.

 If a withdrawal or transfer is taken from a market value adjustment guarantee
 period prior to the expiration of the rate guarantee period, we will make a
 market value adjustment to the withdrawal amount, including the withdrawal
 charge. We will then apply a withdrawal charge to the adjusted amount.

 If you choose the Contract With Credit and make a withdrawal that is subject
 to a withdrawal charge, we may use part of that withdrawal charge to recoup
 our costs of providing the credit.

 Withdrawal charges will never be greater than permitted by applicable law.

 WAIVER OF WITHDRAWAL CHARGE FOR CRITICAL CARE

 Except as restricted by applicable state law, we will waive all withdrawal
 charges and any market value adjustment upon receipt of proof that the owner
 or a joint owner is terminally ill, or has been confined to an eligible
 nursing home or eligible hospital continuously for at least three months after
 the contract date. We will also waive the contract maintenance charge if you
 surrender your contract in accordance with the above noted conditions. This
 waiver is not available if the owner has assigned ownership of the contract to
 someone else. Please consult your contract for details about how we define the
 key terms used for this waiver (e.g., eligible nursing home). Note that our
 requirements for this waiver may vary, depending on the state in which your
 contract was issued.


 Minimum Distribution Requirements
 If a withdrawal is taken from a tax qualified contract under the minimum
 distribution option in order to satisfy an Internal Revenue Service mandatory
 distribution requirement only with respect to that contract's account balance,
 we will waive withdrawal charges. See Section 10, "What Are The Tax
 Considerations Associated With The Strategic Partners Annuity One 3 Contract?"

 CONTRACT MAINTENANCE CHARGE

 On each contract anniversary during the accumulation phase, if your Contract
 Value is less than $75,000, we will deduct the lesser of $35 or 2% of your
 Contract Value, for administrative expenses (this fee may differ in certain
 states). While this is what we currently charge, we may increase this charge
 up to a maximum of $60. Also, we may raise the level of the Contract Value at
 which we waive this fee. The charge will be deducted proportionately from each
 of the contract's investment options. This same charge will also be deducted
 when you surrender your contract if your Contract Value is less than $75,000.


 GUARANTEED MINIMUM INCOME BENEFIT CHARGE

 We will impose an additional charge if you choose the Guaranteed Minimum
 Income Benefit. FOR CONTRACTS SOLD ON OR AFTER JANUARY 20, 2004, OR UPON
 SUBSEQUENT STATE APPROVAL, we will deduct a charge equal to 0.50% per year of
 the average GMIB protected value for the period the charge applies. FOR ALL
 OTHER CONTRACTS, this is an annual charge equal to 0.45% of the average GMIB
 protected value for the period the charge applies. We deduct the charge from
 your Contract Value on each of the following events:

..   each contract anniversary,
..   when you begin the income phase of the contract,

                                      77



 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE 3
 CONTRACT? continued

..   upon a full withdrawal, and

..   upon a partial withdrawal if the remaining Contract Value would not be
    enough to cover the then applicable Guaranteed Minimum Income Benefit
    charge.


 If we impose this fee other than on a contract anniversary, then we will
 pro-rate it based on the portion of the contract year that has elapsed since
 the full annual fee was most recently deducted.


 Because the charge is calculated based on the average GMIB protected value, it
 does not increase or decrease based on changes to the annuity's Contract Value
 due to market performance. If the GMIB protected value increases, the dollar
 amount of the annual charge will increase, while a decrease in the GMIB
 protected value will decrease the dollar amount of the charge.

 The charge is deducted annually in arrears each contract year on the contract
 anniversary. We deduct the amount of the charge pro-rata from the Contract
 Value allocated to the variable investment options, the fixed interest rate
 options, and the market value adjustment option. In some states, we may deduct
 the charge for the Guaranteed Minimum Income Benefit in a different manner. No
 market value adjustment will apply to the portion of the charge deducted from
 the market value adjustment option. If you surrender your contract, begin
 receiving annuity payments under the GMIB or any other annuity payout option
 we make available during a contract year, or the GMIB terminates, we will
 deduct the charge for the portion of the contract year since the prior
 contract anniversary (or the contract date if in the first contract year).
 Upon a full withdrawal or if the Contract Value remaining after a partial
 withdrawal is not enough to cover the applicable Guaranteed Minimum Income
 Benefit charge, we will deduct the charge from the amount we pay you.


 The fact that we may impose the charge upon a full or partial withdrawal does
 not impair your right to make a withdrawal at the time of your choosing.

 We will not impose the Guaranteed Minimum Income Benefit charge after the
 income phase begins.

 INCOME APPRECIATOR BENEFIT CHARGE

 We will impose an additional charge if you choose the Income Appreciator
 Benefit. This is an annual charge equal to 0.25% of your Contract Value. The
 Income Appreciator Benefit charge is calculated:

..   on each contract anniversary,
..   on the annuity date,
..   upon the death of the sole owner or first-to-die of the owner or joint
    owner prior to the annuity date,
..   upon a full or partial withdrawal, and
..   upon a subsequent purchase payment.


 The fee is based on the Contract Value at the time of the calculation, and is
 prorated based on the portion of the contract year that has elapsed since the
 full annual fee was most recently deducted.


 Although the Income Appreciator Benefit charge may be calculated more often,
 it is deducted only:
..   on each contract anniversary,
..   on the annuity date,
..   upon the death of the sole owner or first-to-die of the owner or joint
    owner prior to the annuity date,
..   upon a full withdrawal, and

..   upon a partial withdrawal if the Contract Value remaining after such
    partial withdrawal is not enough to cover the then-applicable Income
    Appreciator Benefit charge.


 We reserve the right to calculate and deduct the fee more frequently than
 annually, such as quarterly.


 The Income Appreciator Benefit charge is deducted from each investment option
 in the same proportion that the amount allocated to the investment option
 bears to the total Contract Value. No market value adjustment will apply to
 the portion of the charge deducted from the market value adjustment option.
 Upon a full withdrawal, or if the Contract Value remaining after a partial
 withdrawal is not enough to cover the then-applicable Income Appreciator
 Benefit charge, the charge is deducted from the amount paid. The payment of
 the Income Appreciator Benefit charge will be deemed to be made from earnings
 for purposes of calculating other charges. THE FACT THAT WE MAY IMPOSE THE
 CHARGE UPON A FULL OR PARTIAL WITHDRAWAL DOES NOT IMPAIR YOUR RIGHT TO MAKE A
 WITHDRAWAL AT THE TIME OF YOUR CHOOSING.


 We do not assess this charge upon election of IAB Option 1, the completion of
 IAB Option 2 or 3, and upon annuitization. However, we do assess the IAB
 charge during the 10-year payment period contemplated by IAB Options 2 and 3.
 Moreover, you

                                      78




 should realize that amounts credited to your Contract Value under IAB Option 3
 increase the Contract Value, and because the IAB fee is a percentage of your
 Contract Value, the IAB fee may increase as a consequence of those additions.


 EARNINGS APPRECIATOR BENEFIT CHARGE

 We will impose an additional charge if you choose the Earnings Appreciator
 Benefit. The charge for this benefit is based on an annual rate of 0.30% of
 your Contract Value.


 We calculate the charge on each of the following events:
..   each contract anniversary,
..   on the annuity date,
..   upon death of the sole or first to die of the owner or joint owner prior to
    the annuity date,
..   upon a full or partial withdrawal, and
..   upon a subsequent purchase payment.


 The fee is based on the Contract Value at time of calculation and is pro-rated
 based on the portion of the contract year since the date that the Earnings
 Appreciator Benefit charge was last calculated.


 Although the Earnings Appreciator Benefit charge may be calculated more often,
 it is deducted only:
..   on each contract anniversary,
..   on the annuity date,
..   upon death of the sole owner or the first to die of the owner or joint
    owner prior to the annuity date,
..   upon a full withdrawal, and

..   upon a partial withdrawal if the Contract Value remaining after the partial
    withdrawal is not enough to cover the then applicable charge.

 We withdraw this charge from each investment option (including each guarantee
 period) in the same proportion that the amount allocated to the investment
 option bears to the total Contract Value. Upon a full withdrawal or if the
 Contract Value remaining after a partial withdrawal is not enough to cover the
 then-applicable Earnings Appreciator Benefit charge, we will deduct the charge
 from the amount we pay you. We will deem the payment of the Earnings
 Appreciator Benefit charge as made from earnings for purposes of calculating
 other charges.

 BENEFICIARY CONTINUATION OPTION CHARGES
 If your beneficiary takes the death benefit under the beneficiary continuation
 option, we deduct a Settlement Service Charge. The charge is assessed daily
 against the average assets allocated to the variable investment options, and
 is equal to an annual charge of 1.00%. In addition, the beneficiary will incur
 an annual maintenance fee equal to the lesser of $30 or 2% of contract value
 if the contract value is less than $25,000 at the time the fee is assessed.
 The fee will not apply if it is assessed 30 days prior to a surrender request.
 Finally, transfers in excess of 20 per year will incur a $10 transfer fee.


 TAXES ATTRIBUTABLE TO PREMIUM
 There may be federal, state and local premium based taxes applicable to your
 purchase payment. We are responsible for the payment of these taxes and may
 make a deduction from the value of the contract to pay some or all of these
 taxes. It is our current practice not to deduct a charge for state premium
 taxes until annuity payments begin. In the states that impose a premium tax on
 us, the current rates range up to 3.5%. It is also our current practice not to
 deduct a charge for the federal tax associated with deferred acquisition costs
 paid by us that are based on premium received. However, we reserve the right
 to charge the contract owner in the future for any such tax associated with
 deferred acquisition costs and any federal, state or local income, excise,
 business or any other type of tax measured by the amount of premium received
 by us.

 TRANSFER FEE

 You can make 12 free transfers every contract year. We measure a contract year
 from the date we issue your contract (contract date). If you make more than 12
 transfers in a contract year (excluding Dollar Cost Averaging and
 Auto-Rebalancing), we will deduct a transfer fee of $25 for each additional
 transfer. We have the right to increase this fee up to a maximum of $30 per
 transfer, but we have no current plans to do so. We will deduct the transfer
 fee pro-rata from the investment options from which the transfer is made. The
 transfer fee is deducted before the market value adjustment, if any, is
 calculated. There is a different transfer fee under the beneficiary
 continuation option.


 COMPANY TAXES
 We pay company income taxes on the taxable corporate earnings created by this
 separate account product. While we may consider company income taxes when
 pricing our products, we do not currently include such income taxes in the tax
 charges you pay under the contract. We will periodically review the issue of
 charging for these taxes and may impose a charge in the future.

 In calculating our corporate income tax liability, we derive certain corporate
 income tax benefits associated with the investment of company assets,
 including separate account assets, which are treated as company assets under
 applicable income tax law. These

                                      79



 benefits reduce our overall corporate income tax liability. Under current law,
 such benefits may include foreign tax credits and corporate dividend received
 deductions. We do not pass these tax benefits through to holders of the
 separate account annuity contracts because (i) the contract owners are not the
 owners of the assets generating these benefits under applicable income tax law
 and (ii) we do not currently include company income taxes in the tax charges
 you pay under the contract. We reserve the right to change these tax practices.

 UNDERLYING MUTUAL FUND FEES

 When you allocate a purchase payment or a transfer to the variable investment
 options, we in turn invest in shares of a corresponding underlying mutual
 fund. Those funds charge fees that are in addition to the contract-related
 fees described in this section. For 2006, the fees of these funds ranged from
 0.37% to 1.19% annually. For certain funds, expenses are reduced pursuant to
 expense waivers and comparable arrangements. In general, these expense waivers
 and comparable arrangements are not guaranteed, and may be terminated at any
 time. For additional information about these fund fees, please consult the
 prospectuses for the funds.


 9: HOW CAN I ACCESS MY MONEY?

 You can Access Your Money by:
..   MAKING A WITHDRAWAL (EITHER PARTIAL OR FULL); OR
..   CHOOSING TO RECEIVE ANNUITY PAYMENTS DURING THE INCOME PHASE.

 WITHDRAWALS DURING THE ACCUMULATION PHASE
 When you make a full withdrawal, you will receive the value of your contract
 minus any applicable charges and fees. We will calculate the value of your
 contract and charges, if any, as of the date we receive your request in good
 order at the Prudential Annuity Service Center.


 Unless you tell us otherwise, any partial withdrawal and related withdrawal
 charges will be taken proportionately from all of the investment options you
 have selected. The minimum Contract Value that must remain in order to keep
 the contract in force after a withdrawal is $2,000. If you request a
 withdrawal amount that would reduce the Contract Value below this minimum, we
 will withdraw the maximum amount available that, with the withdrawal charge,
 would not reduce the Contract Value below such minimum.


 With respect to the variable investment options, we will generally pay the
 withdrawal amount, less any required tax withholding, within seven days after
 we receive a withdrawal request in good order. We will deduct applicable
 charges, if any, from the assets in your contract.


 With respect to the market value adjustment option, you may specify the
 guarantee period from which you would like to make a withdrawal. If you
 indicate that the withdrawal is to originate from the market value adjustment
 option, but you do not specify which guarantee period is to be involved, then
 we will take the withdrawal from the guarantee period that has the least time
 remaining until its maturity date. If you indicate that you wish to make a
 withdrawal, but do not specify the investment options to be involved, then we
 will take the withdrawal from your Contract Value on a pro rata basis from
 each investment option that you have. In that situation, we will aggregate the
 Contract Value in each of the guarantee periods that you have within the
 market value adjustment option for purposes of making that pro rata
 calculation. The portion of the withdrawal associated with the market value
 adjustment option then will be taken from the guarantee periods with the least
 amount of time remaining until the maturity date, irrespective of the original
 length of the guarantee period. You should be aware that a withdrawal may
 avoid a withdrawal charge based on the charge-free amount that we allow, yet
 still be subject to a market value adjustment.


 Income Taxes, Tax Penalties, and Certain Restrictions also may Apply to any
 Withdrawal. For a more Complete Explanation, See Section 10.

 AUTOMATED WITHDRAWALS
 We offer an automated withdrawal feature. This feature enables you to receive
 periodic withdrawals in monthly, quarterly, semiannual, or annual intervals.
 We will process your withdrawals at the end of the business day at the
 intervals you specify. We will continue at these intervals until you tell us
 otherwise. You can make withdrawals from any designated investment option or
 proportionally from all investment options (other than a guarantee period
 within the market value adjustment option). The minimum automated withdrawal
 amount you can make is generally $100. An assignment of the contract
 terminates any automated withdrawal program that you had in effect.

 Income Taxes, Tax Penalties, Withdrawal Charges, and Certain Restrictions may
 Apply to Automated Withdrawals. For a more Complete Explanation, See Section
 10.

                                      80

 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS ANNUITY ONE 3
 CONTRACT? continued



 SUSPENSION OF PAYMENTS OR TRANSFERS

 The SEC may require us to suspend or postpone payments made in connection with
 withdrawals or transfers for any period when:
..   The New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
..   Trading on the New York Stock Exchange is restricted;
..   An emergency exists, as determined by the SEC, during which sales and
    redemptions of shares of the underlying mutual funds are not feasible or we
    cannot reasonably value the accumulation units; or
..   The SEC, by order, permits suspension or postponement of payments for the
    protection of owners.

 We expect to pay the amount of any withdrawal or process any transfer made
 from the fixed interest rate options promptly upon request.

 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE 3 CONTRACT?

 The tax considerations associated with the Strategic Partners Annuity One 3
 contract vary depending on whether the contract is (i) owned by an individual
 and not associated with a tax-favored retirement plan (including contracts
 held by a non-natural person, such as a trust, acting as an agent for a
 natural person), or (ii) held under a tax-favored retirement plan. We discuss
 the tax considerations for these categories of contracts below. The discussion
 is general in nature and describes only federal income tax law (not state or
 other tax laws). It is based on current law and interpretations, which may
 change. The discussion includes a description of certain spousal rights under
 the contract and under tax-qualified plans. Our administration of such spousal
 rights and related tax reporting accords with our understanding of the Defense
 of Marriage Act (which defines a "marriage" as a legal union between a man and
 a woman and a "spouse" as a person of the opposite sex). The information
 provided is not intended as tax advice. You should consult with a qualified
 tax advisor for complete information and advice. References to purchase
 payments below relate to your cost basis in your contract. Generally, your
 cost basis in a contract not associated with a tax-favored retirement plan is
 the amount you pay into your contract, or into annuities exchanged for your
 contract, on an after-tax basis less any withdrawals of such payments.

 This contract may also be purchased as a non-qualified annuity (i.e., a
 contract not held under a tax-favored retirement plan) by a trust or custodial
 IRA, which can hold other permissible assets other than the annuity. The terms
 and administration of the trust or custodial account in accordance with the
 laws and regulations for IRAs, as applicable, are the responsibility of the
 applicable trustee or custodian.

 CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT
 PLANS)

 Taxes Payable by You
 We believe the contract is an annuity contract for tax purposes. Accordingly,
 as a general rule, you should not pay any tax until you receive money under
 the contract.

 Generally, annuity contracts issued by the same company (and affiliates) to
 you during the same calendar year must be treated as one annuity contract for
 purposes of determining the amount subject to tax under the rules described
 below.


 Charges for investment advisory fees that are taken from the contract are
 treated as a partial withdrawal from the contract and will be reported as such
 to the contract owner.


 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract such as the
 Guaranteed Minimum Death Benefit, should be treated for federal income tax
 purposes as a partial withdrawal from the contract. If this were the case, the
 charge for these benefits could be deemed a withdrawal and treated as taxable
 to the extent there are earnings in the contract. Additionally, for owners
 under age 59 1/2, the taxable income attributable to the charge for the
 benefit could be subject to a tax penalty.

 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 Taxes on Withdrawals and Surrender

 If you make a withdrawal from your contract or surrender it before annuity
 payments begin, the amount you receive will be taxed as ordinary income,
 rather than as return of Purchase Payments, until all gain has been withdrawn.
 Once all gain has been withdrawn, payments will be treated as a nontaxable
 return of purchase payments until all purchase payments have been returned.
 After all purchase payments are returned, all subsequent amounts will be taxed
 as ordinary income. You will generally be taxed on any withdrawals from the
 contract while you are alive even if the withdrawal is paid to someone else.
 Withdrawals under any of the enhanced living benefit options or as a
 systematic payment are taxed under these rules.


                                      81



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE 3 CONTRACT? continued


 If you assign or pledge all or part of your contract as collateral for a loan,
 the part assigned generally will be treated as a withdrawal. Also, if you
 elect the interest payment option that we may offer, that election will be
 treated, for tax purposes, as surrendering your contract.

 If you transfer your contract for less than full consideration, such as by
 gift, you will trigger tax on any gain in the contract. This rule does not
 apply if you transfer the contract to your spouse or under most circumstances
 if you transfer the contract incident to divorce.

 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your purchase payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the annuity payment you receive by a fraction, the
 numerator of which is your purchase payments (less any amounts previously
 received tax-free) and the denominator of which is the total expected payments
 under the contract.

 After the full amount of your purchase payments have been recovered tax-free,
 the full amount of the annuity payments will be taxable. If annuity payments
 stop due to the death of the annuitant before the full amount of your purchase
 payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.

 Tax Penalty on Withdrawals and Annuity Payments
 Any taxable amount you receive under your contract may be subject to a 10% tax
 penalty. Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Special Rules in Relation to Tax-free Exchanges Under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code) permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity. If the annuity is purchased through a tax-free exchange of a
 life insurance, annuity or endowment contract that was purchased prior to
 August 14, 1982, then any purchase payments made to the original contract
 prior to August 14, 1982 will be treated as made to the new contract prior to
 that date. (See "Federal Tax Status" in the Statement of Additional
 Information).

 Partial surrenders may be treated in the same way as tax-free 1035 exchanges
 of entire contracts, therefore avoiding current taxation of any gains in the
 contract as well as the 10% tax penalty on pre-age 59 1/2 withdrawals. The IRS
 has reserved the right to treat transactions it considers abusive as
 ineligible for this favorable partial 1035 exchange treatment. We do not know
 what transactions may be considered abusive. For example we do not know how
 the IRS may view early withdrawals or annuitizations after a partial exchange.
 In addition, it is unclear how the IRS will treat a partial exchange from a
 life insurance, endowment, or annuity contract into an immediate annuity. As
 of the date of this prospectus, we will accept a partial 1035 exchange from a
 non-qualified annuity into an immediate annuity as a "tax-free" exchange for
 future tax reporting purposes, except to the extent that we, as a reporting
 and withholding agent, believe that we would be expected to deem the
 transaction to be abusive. However, some insurance companies may not recognize
 these partial surrenders as tax-free exchanges and may report them as taxable
 distributions to the extent of any gain distributed as well as subjecting the
 taxable portion of the distribution to the 10% tax penalty. We strongly urge
 you to discuss any transaction of this type with your tax advisor before
 proceeding with the transaction.

 Taxes Payable by Beneficiaries
 The death benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the death
 benefit, as determined under federal law, is also included in the owner's
 estate.

 Generally, the same tax rules described above would also apply to amounts
 received by your beneficiary.


 Choosing any option other than a lump sum death benefit may defer taxes.
 Certain required minimum distribution provisions under the tax law apply upon
 your death, as discussed further below.


                                      82



 Tax consequences to the beneficiary vary among the death benefit payment
 options.
..   Choice 1: The beneficiary is taxed on earnings in the contract.
..   Choice 2: The beneficiary is taxed as amounts are withdrawn (in this case
    earnings are treated as being distributed first).
..   Choice 3: The beneficiary is taxed on each payment (part will be treated as
    earnings and part as return of premiums).


 Considerations for Co-annuitants
 There may be adverse tax consequences if a Co-Annuitant succeeds an Annuitant
 when an Annuity is owned by a trust that is neither tax exempt nor qualifies
 for preferred treatment under certain sections of the Code. In general, the
 Code is designed to prevent indefinite deferral of tax. Continuing the benefit
 of tax deferral by naming one or more Co-Annuitants when an Annuity is owned
 by a non-qualified trust might be deemed an attempt to extend the tax deferral
 for an indefinite period. Therefore, adverse tax treatment may depend on the
 terms of the trust, who is named as Co-Annuitant, as well as the particular
 facts and circumstances. You should consult your tax advisor before naming a
 Co-Annuitant if you expect to use an Annuity in such a fashion.


 Reporting and Withholding on Distributions
 Taxable amounts distributed from your annuity contracts are subject to federal
 and state income tax reporting and withholding. In general, we will withhold
 federal income tax from the taxable portion of such distribution based on the
 type of distribution. In the case of an annuity or similar periodic payment,
 we will withhold as if you are a married individual with three exemptions
 unless you designate a different withholding status. In the case of all other
 distributions, we will withhold at a 10% rate. You may generally elect not to
 have tax withheld from your payments. An election out of withholding must be
 made on forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 CONTRACTS HELD BY TAX FAVORED PLANS section below for a discussion regarding
 withholding rules for tax favored plans (for example, an IRA).

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.


 Entity Owners
 Where a contract is held by a non-natural person (e.g. a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will be subject to the tax
 reporting and withholding requirements for contracts not held by tax favored
 plans.


 Annuity Qualification

 Diversification And Investor Control. In order to qualify for the tax rules
 applicable to annuity contracts described above, the assets underlying the
 variable investment options of the annuity contract must be diversified,
 according to certain rules under the Internal Revenue Code. Each portfolio is
 required to diversify its investments each quarter so that no more than 55% of
 the value of its assets is represented by any one investment, no more than 70%
 is represented by any two investments, no more than 80% is represented by any
 three investments, and no more than 90% is represented by any four
 investments. Generally, securities of a single issuer are treated as one
 investment and obligations of each U.S. Government agency and instrumentality
 (such as the Government National Mortgage Association) are treated as issued
 by separate issuers. In addition, any security issued, guaranteed or insured
 (to the extent so guaranteed or insured) by the United States or an
 instrumentality of the U.S. will be treated as a security issued by the U.S.
 Government or its instrumentality, where applicable. We believe the portfolios
 underlying the variable investment options of the Contract meet these
 diversification requirements.

 An additional requirement for qualification for the tax treatment described
 above is that we, and not you as the contract owner, must have sufficient
 control over the underlying assets to be treated as the owner of the
 underlying assets for tax purposes. While we also believe these investor
 control rules will be met, the Treasury Department may promulgate guidelines
 under which a variable annuity will not be treated as an annuity for tax
 purposes if persons with ownership rights have excessive control over the
 investments underlying such variable annuity. It is unclear whether such
 guidelines, if in fact promulgated, would have retroactive effect. It is also
 unclear what effect, if any, such guidelines may have on transfers between the
 investment options offered pursuant to this prospectus. We reserve the right
 to take any action, including modifications to your contract or the investment
 options, required to comply with such guidelines if promulgated. Any such
 changes will apply uniformly to affected owners and will be made with such
 notice to affected owners as is feasible under the circumstances.


                                      83



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE 3 CONTRACT? continued



 Required Distributions upon Your Death for Contracts Owned by Individuals (not
 associated with Tax-Favored Plans).
 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 If you die before the annuity date, the entire interest in the contract must
 be distributed within five years after the date of death or as periodic
 payments over a period not extending beyond the life or life expectancy of the
 designated beneficiary (provided such payments begin within one year of your
 death). Your designated beneficiary is the person to whom benefit rights under
 the contract pass by reason of death, and must be a natural person in order to
 elect a periodic payment option based on life expectancy or a period exceeding
 five years.

 Additionally, if the contract is payable to (or for the benefit of) your
 surviving spouse, that portion of the contract may be continued with your
 spouse as the owner.

 Changes in the Contract
 We reserve the right to make any changes we deem necessary to assure that the
 contract qualifies as an annuity contract for tax purposes. Any such changes
 will apply to all contract owners and you will be given notice to the extent
 feasible under the circumstances.


 Additional Information
 You should refer to the Statement of Additional Information if:


..   Your contract was issued in exchange for a contract containing purchase
    payments made before August 14, 1982.
..   You transfer your contract to, or designate, a beneficiary who is either
    37 1/2 years younger than you or a grandchild.

 CONTRACTS HELD BY TAX FAVORED PLANS
 The following discussion covers annuity contracts held under tax-favored
 retirement plans.

 Currently, the contract may be purchased for use in connection with individual
 retirement accounts and annuities (IRAs) which are subject to Sections 408(a)
 and 408(b) of the Code and Roth Individual Retirement Accounts (Roth IRAs)
 under Section 408A of the Code. This description assumes that you have
 satisfied the requirements for eligibility for these products.

 YOU SHOULD BE AWARE THAT TAX FAVORED PLANS SUCH AS IRAS GENERALLY PROVIDE TAX
 DEFERRAL REGARDLESS WHETHER THEY INVEST IN ANNUITY CONTRACTS. THIS MEANS THAT
 WHEN A TAX FAVORED PLAN INVESTS IN AN ANNUITY CONTRACT, IT GENERALLY DOES NOT
 RESULT IN ANY ADDITIONAL TAX DEFERRAL BENEFITS.

 Types of Tax Favored Plans
 IRAs. If you buy a contract for use as an IRA, we will provide you a copy of
 the prospectus and contract. The "IRA Disclosure Statement," attached to this
 prospectus, contains information about eligibility, contribution limits, tax
 particulars, and other IRA information. In addition to this information (some
 of which is summarized below), the IRS requires that you have a "free look"
 after making an initial contribution to the contract. During this time, you
 can cancel the contract by notifying us in writing, and we will refund all of
 the purchase payments under the contract (or, if provided by applicable state
 law, the amount your contract is worth, if greater), less any applicable
 federal and state income tax withholding.


 Contributions Limits/Rollovers. Because of the way the contract is designed,
 you may only purchase a contract for an IRA in connection with a "rollover" of
 amounts from a qualified retirement plan or transfer from another IRA, or if
 you are age 50 or older and by making a single contribution consisting of your
 IRA contributions and catch-up contributions attributable to the prior year
 and the current year during the period from January 1 to April 15 of the
 current year. You must make a minimum initial payment of $10,000 to purchase a
 contract. This minimum is greater than the maximum amount of any annual
 contribution allowed by law you may make to an IRA. For 2007, the limit is
 $4,000, increasing to $5,000 in 2008. After 2008, the contribution amount will
 be indexed for inflation. The tax law also provides for a catch-up provision
 for individuals who are age 50 and above, allowing these individuals an
 additional $1,000 contribution each year. The "rollover" rules under the Code
 are fairly technical; however, an individual (or his or her surviving spouse)
 may generally "roll over" certain distributions from tax favored retirement
 plans (either directly or within 60 days from the date of these distributions)
 if he or she meets the requirements for distribution. Once you buy the
 contract, you can make regular IRA contributions under the contract (to the
 extent permitted by law). However, if you make such regular IRA contributions,
 you should note that you will not be able to treat the contract as a "conduit
 IRA," which means that you will not retain possible favorable tax treatment if
 you subsequently "roll over" the contract funds originally derived from a
 qualified retirement plan into another Section 401(a) plan.


                                      84



 Required Provisions. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:
..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);
..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract, other than to Pruco Life;
..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1/st/ of the calendar year after the calendar year you turn age
    70 1/2; and

..   Death and annuity payments must meet required minimum distribution
    provisions under the tax law.


 Usually, the full amount of any distribution from an IRA (including a
 distribution from this contract) which is not a rollover is taxable. As
 taxable income, these distributions are subject to the general tax withholding
 rules described earlier. In addition to this normal tax liability, you may
 also be liable for the following, depending on your actions:
..   A 10% "early distribution penalty";
..   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or
..   Failure to take a minimum distribution.

 Roth IRAs. Like standard IRAs, income within a Roth IRA accumulates tax-free,
 and contributions are subject to specific limits. Roth IRAs have, however, the
 following differences:
..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements: (1) the distribution must be made (a) after the owner of the
    IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
    disability; or (d) for a qualified first time homebuyer distribution within
    the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
    must be made in the year that is at least five tax years after the first
    year for which a contribution was made to any Roth IRA established for the
    owner or five years after a rollover, transfer, or conversion was made from
    a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not
    qualified distributions will be treated as made first from contributions
    and then from earnings, and earnings will be taxed generally in the same
    manner as distributions from a traditional IRA; and
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 The "IRA Disclosure Statement" attached to this prospectus contains some
 additional information on Roth IRAs.


 Because the contract's minimum initial payment of $10,000 is greater than the
 maximum annual contribution permitted to be made to a Roth IRA, you may only
 purchase the contract for a Roth IRA in connection with a "rollover" or
 "conversion" of amounts of a traditional IRA, conduit IRA, or another Roth
 IRA, or if you are age 50 or older and by making a single contribution
 consisting of your Roth IRA contributions and catch-up contributions
 attributable to the prior year and the current year during the period from
 January 1 to April 15 of the current year. The Code permits persons who meet
 certain income limitations (generally, adjusted gross income under $100,000
 who are not married filing a separate return), and who receive certain
 qualifying distributions from such non-Roth IRAs, to directly rollover or
 make, within 60 days, a "rollover" of all or any part of the amount of such
 distribution to a Roth IRA which they establish. Beginning January 2008, an
 individual receiving an eligible rollover distribution from a qualified plan
 can directly rollover contributions to a Roth IRA, subject to the same income
 limits. This conversion triggers current taxation (but is not subject to a 10%
 early distribution penalty). Once the contract has been purchased, regular
 Roth IRA contributions will be accepted to the extent permitted by law.


 In addition, as of January 1, 2006, an individual receiving an eligible
 rollover distribution from a designated Roth account under an employer plan
 may roll over the distribution to a Roth IRA. If you are considering rolling
 over funds from your Roth account under an employer plan, please contact your
 Financial Professional prior to purchase to confirm whether such rollovers are
 being accepted.


 Required Minimum Distributions and Payment Options
 If you hold the contract under an IRA (or other tax-favored plan), IRS
 required minimum distribution provisions must be satisfied. This means that
 generally payments must start by April 1 of the year after the year you reach
 age 70 1/2 and must be made for each year thereafter. Roth IRAs are not
 subject to these rules during the owner's lifetime. The amount of the payment
 must at least equal the minimum required under the IRS rules. Several choices
 are available for calculating the minimum amount. More information on the
 mechanics of this calculation is available on request. Please contact us a
 reasonable time before the IRS deadline so that a timely distribution is made.
 Please note that there is a 50% tax penalty on the amount of any minimum
 distribution not made in a timely manner.

 Effective in 2006, in accordance with recent changes in laws and regulations,
 required minimum distributions will be calculated based on the sum of the
 Contract Value and the actuarial value of any additional death benefits and
 benefits from optional riders


                                      85



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 ANNUITY ONE 3 CONTRACT? continued


 that you have purchased under the contract. As a result, the required minimum
 distributions may be larger than if the calculation were based on the Contract
 Value only, which may in turn result in an earlier (but not before the
 required beginning date) distribution of amounts under the contract and an
 increased amount of taxable income distributed to the contract owner, and a
 reduction of death benefits and the benefits of any optional riders.

 You can use the minimum distribution option to satisfy the IRS required
 minimum distribution provisions for this contract without either beginning
 annuity payments or surrendering the contract. We will distribute to you this
 minimum distribution amount, less any other partial withdrawals that you made
 during the year.


 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. Similar rules apply if you inherit more than one Roth IRA
 from the same owner.


 Required Distributions upon Your Death for Qualified Contracts Held by Tax
 Favored Plans
 Upon your death under an IRA, 403(b) or other "qualified investment", the
 designated beneficiary may generally elect to continue the contract and
 receive required minimum distributions under the contract instead of receiving
 the death benefit in a single payment. The available payment options will
 depend on whether you die before the date required minimum distributions under
 the Code were required to begin, whether you have named a designated
 beneficiary and whether that beneficiary is your surviving spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st/ of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life or life expectancy of the designated
      beneficiary (as long as payments begin by December 31/st/ of the year
      following the year of death). However, if your surviving spouse is the
      beneficiary, the death benefit can be paid out over the life or life
      expectancy of your spouse with such payments beginning no later than
      December 31/st/ of the year following the year of death or
      December 31/st/ of the year in which you would have reached age 70 1/2,
      which ever is later. Additionally, if the contract is payable to (or for
      the benefit of) your surviving spouse, that portion of the contract may
      be continued with your spouse as the owner.
  .   If you die before a designated beneficiary is named and before the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out by December 31st of the year including the five
      year anniversary of the date of death. For contracts where multiple
      beneficiaries have been named and at least one of the beneficiaries does
      not qualify as a designated beneficiary and the account has not been
      divided into separate accounts by December 31st of the year following the
      year of death, such contract is deemed to have no designated beneficiary.
  .   If you die before a designated beneficiary is named and after the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 31/st/ of the year following the year of death, such contract
      is deemed to have no designated beneficiary,

 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the minimum distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date required minimum distributions must begin under
 the Code.


 Penalty for Early Withdrawals
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA or Roth IRA before you attain age 59 1/2.

 Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty).

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

                                      86



 Withholding
 Unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of the withholding certificate that you file with us.
 If you do not file a certificate, we will automatically withhold federal taxes
 on the following basis:
..   For any annuity payments not subject to mandatory withholding, you will
    have taxes withheld by us as if you are a married individual, with three
    exemptions; and
..   For all other distributions, we will withhold at a 10% rate.

 We will provide you with forms and instructions concerning the right to elect
 that no amount be withheld from payments in the ordinary course. However, you
 should know that, in any event, you are liable for payment of federal income
 taxes on the taxable portion of the distributions, and you should consult with
 your tax advisor to find out more information on your potential liability if
 you fail to pay such taxes.


 ERISA Requirements

 ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
 prevent a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract.

 Information about any applicable fees, charges, discounts, penalties or
 adjustments may be found under Section 8, "What Are The Expenses Associated
 With The Strategic Partners Annuity One 3 Contract?"

 Information about sales representatives and commissions may be found under
 "Other Information" and "Sale And Distribution Of The Contract" in Section 11.


 Please consult with your tax advisor if you have any questions about ERISA and
 these disclosure requirements.


 Additional Information
 For additional information about federal tax law requirements applicable to
 tax favored plans, see the "IRA Disclosure Statement," attached to this
 prospectus.

 11: OTHER INFORMATION

 PRUCO LIFE INSURANCE COMPANY
 Pruco Life Insurance Company (Pruco Life) is a stock life insurance company
 which was organized on December 23, 1971 under the laws of the State of
 Arizona. It is licensed to sell life insurance and annuities in the District
 of Columbia, Guam and in all states except New York.

 Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of
 America (Prudential), a New Jersey stock life insurance company that has been
 doing business since October 13, 1875. Prudential is an indirect wholly-owned
 subsidiary of Prudential Financial, Inc. (Prudential Financial), a New Jersey
 insurance holding company. As Pruco Life's ultimate parent, Prudential
 Financial exercises significant influence over the operations and capital
 structure of Pruco Life and Prudential. However, neither Prudential Financial,
 Prudential, nor any other related company has any legal responsibility to pay
 amounts that Pruco Life may owe under the contract.


 Pruco Life publishes annual and quarterly reports that are filed with the SEC.
 These reports contain financial information about Pruco Life that is annually
 audited by independent accountants. Pruco's Life annual report for the year
 ended December 31, 2006, together with subsequent periodic reports that Pruco
 Life files with the SEC, are incorporated by reference into this prospectus.
 You can obtain copies, at no cost, of any and all of this information,
 including the Pruco Life annual report that is not ordinarily mailed to
 contract owners, the more current reports and any subsequently filed documents
 at no cost by contacting us at the address or telephone number listed on the
 cover. The SEC file number for Pruco Life is 811-07325. You may read and copy
 any filings made by Pruco Life with the SEC at the SEC's Public Reference Room
 at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on
 the operation of the Public Reference Room by calling (202) 551-8090. The SEC
 maintains an Internet site that contains reports, proxy and information
 statements, and other information regarding issuers that file electronically
 with the SEC at http://www.sec.gov.


                                      87



 11: OTHER INFORMATION  continued


 THE SEPARATE ACCOUNT
 We have established a separate account, the Pruco Life Flexible Premium
 Variable Annuity Account (separate account), to hold the assets that are
 associated with the variable annuity contracts. The separate account was
 established under Arizona law on June 16, 1995, and is registered with the SEC
 under the Investment Company Act of 1940 as a unit investment trust, which is
 a type of investment company. The assets of the separate account are held in
 the name of Pruco Life and legally belong to us. These assets are kept
 separate from all of our other assets and may not be charged with liabilities
 arising out of any other business we may conduct. More detailed information
 about Pruco Life, including its audited consolidated financial statements, is
 provided in the Statement of Additional Information.

 SALE AND DISTRIBUTION OF THE CONTRACT
 Prudential Investment Management Services LLC (PIMS), a wholly-owned
 subsidiary of Prudential Financial, Inc., is the distributor and principal
 underwriter of the securities offered through this prospectus. PIMS acts as
 the distributor of a number of annuity contracts and life insurance products
 we offer.

 PIMS's principal business address is 100 Mulberry Street, Newark, New Jersey
 07102-4077. PIMS is registered as a broker/dealer under the Securities
 Exchange Act of 1934 (Exchange Act) and is a member of the National
 Association of Securities Dealers, Inc. (NASD).

 The contract is offered on a continuous basis. PIMS enters into distribution
 agreements with broker/dealers who are registered under the Exchange Act and
 with entities that may offer the contract but are exempt from registration
 (firms). Applications for the contract are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, PIMS may
 offer the contract directly to potential purchasers.


 Commissions are paid to firms on sales of the contract according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of purchase payments made, up to a maximum of
 8%. Alternative compensation schedules are available that provide a lower
 initial commission plus ongoing annual compensation based on all or a portion
 of Contract Value. We may also provide compensation to the distributing firm
 for providing ongoing service to you in relation to the contract. Commissions
 and other compensation paid in relation to the contract do not result in any
 additional charge to you or to the separate account.

 In addition, in an effort to promote the sale of our products (which may
 include the placement of Pruco Life and/or the contract on a preferred or
 recommended company or product list and/or access to the firm's registered
 representatives), we or PIMS may enter into compensation arrangements with
 certain broker/dealer firms with respect to certain or all registered
 representatives of such firms under which such firms may receive separate
 compensation or reimbursement for, among other things, training of sales
 personnel and/or marketing and/or administrative services and/or other
 services they provide to us or our affiliates. These services may include, but
 are not limited to: educating customers of the firm on the contract's
 features; conducting due diligence and analysis; providing office access,
 operations and systems support; holding seminars intended to educate
 registered representatives and make them more knowledgeable about the
 contract; providing a dedicated marketing coordinator; providing priority
 sales desk support; and providing expedited marketing compliance approval to
 PIMS. Further information about the firms that are part of these compensation
 arrangements appears in the Statement of Additional Information, which is
 available without charge upon request.


 To the extent permitted by NASD rules and other applicable laws and
 regulations, PIMS may pay or allow other promotional incentives or payments in
 the form of cash or non-cash compensation. These arrangements may not be
 offered to all firms and the terms of such arrangements may differ between
 firms.

 You should note that firms and individual registered representatives and
 branch managers within some firms participating in one of these compensation
 arrangements might receive greater compensation for selling the contract than
 for selling a different contract that is not eligible for these compensation
 arrangements. While compensation is generally taken into account as an expense
 in considering the charges applicable to a contract product, any such
 compensation will be paid by us or PIMS and will not result in any additional
 charge to you. Your registered representative can provide you with more
 information about the compensation arrangements that apply upon the sale of
 the contract.

 LITIGATION


 Pruco Life 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 Pruco Life and that are typical of the
 businesses in which Pruco Life operates. Class action and individual lawsuits
 may involve a variety of issues and/or allegations, which include sales
 practices, underwriting practices, claims payment and


                                      88




 procedures, premium charges, policy servicing and breach of fiduciary duties
 to customers. Pruco Life may also be subject to litigation arising out of its
 general business activities, such as its investments and third party
 contracts. In certain of these matters, the plaintiffs may seek large and/or
 indeterminate amounts, including punitive or exemplary damages.

 Stewart v. Prudential, et al. is a lawsuit brought in the Circuit Court of the
 First Judicial District of Hinds County, Mississippi by the beneficiaries of
 an alleged life insurance policy against Pruco Life and Prudential. The
 complaint alleges that the Prudential defendants acted in bad faith when they
 failed to pay a death benefit on an alleged contract of insurance that was
 never delivered. In February 2006, the jury awarded the plaintiffs $1.4
 million in compensatory damages and $35 million in punitive damages. Motions
 for a new trial, judgment notwithstanding the verdict and remittitur, were
 denied in June 2006. Pruco Life's appeal with the Mississippi Supreme Court is
 pending.

 Pruco Life's litigation and regulatory matters are 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
 Pruco Life in a particular quarterly or annual period could be materially
 affected by an ultimate unfavorable resolution of litigation and regulatory
 matters, depending, in part, upon the results of operations or cash flow for
 such period. Management believes, however, that the ultimate outcome of all
 pending litigation and regulatory matters, after consideration of applicable
 reserves and rights to indemnification, should not have a material adverse
 effect on Pruco Life's financial position.


 ASSIGNMENT

 In general, you can assign the contract at any time during your lifetime. If
 you do so, we will reset the death benefit to equal the Contract Value on the
 date the assignment occurs. For details, see Section 4, "What Is The Death
 Benefit?" We will not be bound by the assignment until we receive written
 notice. We will not be liable for any payment or other action we take in
 accordance with the contract if that action occurs before we receive notice of
 the assignment. An assignment, like any other change in ownership, may trigger
 a taxable event. If you assign the contract, that assignment will result in
 the termination of any automated withdrawal program that had been in effect.
 If the new owner wants to re-institute an automated withdrawal program, then
 he/she needs to submit the forms that we require, in good order.


 If the contract is issued under a qualified plan, there may be limitations on
 your ability to assign the contract. For further information please speak to
 your representative.

 FINANCIAL STATEMENTS
 The financial statements of the separate account and Pruco Life, the co-issuer
 of the Strategic Partners Annuity One 3 contract, are included in the
 Statement of Additional Information.

 STATEMENT OF ADDITIONAL INFORMATION

 Contents:
..   Company
..   Experts
..   Principal Underwriter
..   Payments Made to Promote Sale of Our Products
..   Allocation of Initial Purchase Payment
..   Determination of Accumulation Unit Values
..   Federal Tax Status
..   State Specific Variations
..   Financial Statements
..   Separate Account Financial Information
..   Company Financial Information

 HOUSEHOLDING
 To reduce costs, we now send only a single copy of prospectuses and
 shareholder reports to each consenting household, in lieu of sending a copy to
 each contract owner that resides in the household. If you are a member of such
 a household, you should be aware that you can revoke your consent to
 householding at any time, and begin to receive your own copy of prospectuses
 and shareholder reports, by calling (877) 778-5008.

                                      89



 11: OTHER INFORMATION continued


 MARKET VALUE ADJUSTMENT FORMULA

 General Formula
 The formula under which Pruco Life calculates the market value adjustment
 applicable to a full or partial surrender, annuitization, or settlement under
 the market value adjustment option is set forth below. The market value
 adjustment is expressed as a multiplier factor. That is, the Contract Value
 after the market value adjustment ("MVA"), but before any withdrawal charge,
 is as follows: Contract Value (after MVA) = Contract Value (before MVA) X (1 +
 MVA). The MVA itself is calculated as follows:



                                                             
                                           --                          --
                                    MVA =    (       1 + I     )/N/12/   -1
                                                 ---------
                                                 1 + J + .0025
                                           -                           -




                        
              where:  I  = the guaranteed credited interest rate
                           (annual effective) for the given
                           contract at the time of withdrawal or
                           annuitization or settlement.

                      J  = the current credited interest rate
                           offered on new money at the time of
                           withdrawal or annuitization or
                           settlement for a guarantee period of
                           equal length to the number of whole
                           years remaining in the Contract's
                           current guarantee period plus one
                           year.

                      N  = equals the remaining number of months
                           in the contract's current guarantee
                           period (rounded up) at the time of
                           withdrawal or annuitization or
                           settlement.


 Pennsylvania Formula
 We use the same MVA formula with respect to contracts issued in Pennsylvania
 as the general formula, except that "J" in the formula above uses an
 interpolated rate as the current credited interest rate. Specifically, "J" is
 the interpolated current credited interest rate offered on new money at the
 time of withdrawal, annuitization, or settlement. The interpolated value is
 calculated using the following formula:

 m/365 X (n + 1) year rate + (365 - m)/365 X n year rate,

 where "n" equals the number of whole years remaining in the Contract's current
 guarantee period, and "m" equals the number of days remaining in year "n" of
 the current guarantee period.

 Indiana Formula
 We use the following MVA formula for contracts issued in Indiana:



                                                         
                                               --                  --
                                        MVA =    (   1 + I )/N/12/   -1
                                                     ---
                                                     1 + J
                                               -                   -



 The variables I, J and N retain the same definitions as the general formula.

 Market Value Adjustment Example
 (ALL STATES EXCEPT INDIANA AND PENNSYLVANIA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment
..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 5%.

                                      90



 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  5% (0.05)


 The MVA factor calculation would be: [(1.06)/(1.05 + 0.0025)] to the
 (38/12) power -1 = 0.02274

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.02274 = $253.03

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + $253.03 = $11,380.14

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 7%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  7% (0.07)


 The MVA factor calculation would be: [(1.06)/(1.07 + 0.0025)] to the
 (38/12) power -1 = -0.03644

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X (-0.03644) = -$405.47

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + (-$405.47) = $10,721.64

 Market Value Adjustment Example
 (PENNSYLVANIA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment
..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 3 years (the number of whole years remaining) is 4%, and for a
    guarantee period of 4 years (the number of whole years remaining plus 1) is
    5%.

                                      91



 11: OTHER INFORMATION continued


 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                    
                                 N  =    38
                                 I  =  6% (0.06)
                                 J  =  [(61/365)
                                                X 0.05] + [((365 - 61)/365) X 0.04] = 0.0417


 The MVA factor calculation would be: [(1.06)/(1.0417 + 0.0025)] to the
 (38/12) power -1 = 0.04871

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.04871 = $542.00

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + $542.00 = $11,669.11

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 3 years (the number of whole years remaining) is 7%, and for a
    guarantee period of 4 years (the number of whole years remaining plus 1) is
    8%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                    
                                 N  =    38
                                 I  =  6% (0.06)
                                 J  =  [(61/365)
                                                X 0.08] + [((365 - 61)/365) X 0.07] = 0.0717


 The MVA factor calculation would be: [(1.06)/(1.0717 + 0.0025)] to the
 (38/12) power - 1 = -0.04126

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X (-0.04126) = -$459.10

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + (-$459.10) = $10,668.01

 Market Value Adjustment Example
 (INDIANA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment
..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 5%.

                                      92



 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  5% (0.05)


 The MVA factor calculation would be: [(1.06)/(1.05)] to the (38/12) power -1 =
 0.03047

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.03047 = $339.04

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + $339.04 = $11,466.15

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 7%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  7% (0.07)


 The MVA factor calculation would be: [(1.06)/(1.07)] to the (38/12) power -1 =
 -0.02930

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X (-0.02930) = -$326.02

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + (-$326.02) = $10,801.09

                                      93



                     APPENDIX A - ACCUMULATION UNIT VALUES


 As we have indicated throughout this prospectus, the Strategic Partners
 Annuity One 3 Variable Annuity is a contract that allows you to select or
 decline any of several features that carries with it a specific asset-based
 charge. We maintain a unique unit value corresponding to each combination of
 such contract features. Here we depict the historical unit values
 corresponding to the contract features bearing the highest and lowest
 combinations of asset-based charges. The remaining unit values appear in the
 Statement of Additional Information, which you may obtain free of charge, by
 calling (888) PRU-2888 or by writing to us at the Prudential Annuity Service
 Center, P.O. Box 7960, Philadelphia, PA 19176. As discussed in the prospectus,
 if you select certain optional benefits (e.g., Lifetime Five), we limit the
 investment options to which you may allocate your Contract Value. In certain
 of these accumulation unit value tables, we set forth accumulation unit values
 that assume election of one or more of such optional benefits and allocation
 of Contract Value to portfolios that currently are not permitted as part of
 such optional benefits. Such unit values are set forth for general reference
 purposes only, and are not intended to indicate that such portfolios may be
 acquired along with those optional benefits.

                (Contract w/o Credit, Base Death Benefit 1.40)





- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
SP Annuity One 3                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Jennison Portfolio
    1/6/2003* to 12/31/2003                          $1.01724         $1.24006         2,381,401
    1/1/2004 to 12/31/2004                           $1.24006         $1.34066         4,524,803
    1/1/2005 to 12/31/2005                           $1.34066         $1.51459         4,956,862
    1/1/2006 to 12/31/2006                           $1.51459         $1.52034         4,998,903
- ------------------------------------------------------------------------------------------------------
Prudential Equity Portfolio
    1/6/2003* to 12/31/2003                          $1.01834         $1.25778         1,368,678
    1/1/2004 to 12/31/2004                           $1.25778         $1.36350         2,684,031
    1/1/2005 to 12/31/2005                           $1.36350         $1.49905         4,101,155
    1/1/2006 to 12/31/2006                           $1.49905         $1.66417         4,091,488
- ------------------------------------------------------------------------------------------------------
Prudential Global Portfolio
    1/6/2003* to 12/31/2003                          $1.00588         $1.28481           805,296
    1/1/2004 to 12/31/2004                           $1.28481         $1.38861         1,508,350
    1/1/2005 to 12/31/2005                           $1.38861         $1.58951         1,710,458
    1/1/2006 to 12/31/2006                           $1.58951         $1.87567         1,660,403
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    1/6/2003* to 12/31/2003                           $0.9997         $0.99449         2,049,651
    1/1/2004 to 12/31/2004                           $0.99449         $0.99063         2,305,599
    1/1/2005 to 12/31/2005                           $0.99063         $1.00520         2,461,350
    1/1/2006 to 12/31/2006                           $1.00520         $1.03840         3,178,584
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    1/6/2003* to 12/31/2003                          $1.02199         $1.22414         3,356,056
    1/1/2004 to 12/31/2004                           $1.22414         $1.33335         6,275,540
    1/1/2005 to 12/31/2005                           $1.33335         $1.37464         7,333,743
    1/1/2006 to 12/31/2006                           $1.37464         $1.56643         7,169,693
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    1/6/2003* to 12/31/2003                          $1.02526         $1.22392           900,360
    1/1/2004 to 12/31/2004                           $1.22392         $1.40386         2,404,499
    1/1/2005 to 12/31/2005                           $1.40386         $1.61508         3,335,527
    1/1/2006 to 12/31/2006                           $1.61508         $1.91044         3,740,472
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                          $1.01313         $1.27916         1,545,924
    1/1/2004 to 12/31/2004                           $1.27916         $1.44765         4,414,881
    1/1/2005 to 12/31/2005                           $1.44765         $1.57741         5,640,314
    1/1/2006 to 12/31/2006                           $1.57741         $1.77768         5,283,029



                                      A-1






- ----------------------------------------------------------------------------------------------------------
                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
                                                    Beginning of Period End of Period    End of Period
                                                                             
- ----------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    1/6/2003* to 12/31/2003                              $1.01134         $1.22149            436,202
    1/1/2004 to 12/31/2004                               $1.22149         $1.34749            936,271
    1/1/2005 to 4/29/2005                                $1.34749         $1.24414                  0
- ----------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    1/6/2003* to 12/31/2003                              $1.01232         $1.19626            301,134
    1/1/2004 to 12/31/2004                               $1.19626         $1.28343            837,364
    1/1/2005 to 12/31/2005                               $1.28343         $1.32432            965,159
    1/1/2006 to 12/31/2006                               $1.32432         $1.51572            827,880
- ----------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    1/6/2003* to 12/31/2003                              $1.01908         $1.17938          1,236,101
    1/1/2004 to 12/31/2004                               $1.17938         $1.23406          2,216,249
    1/1/2005 to 12/31/2005                               $1.23406         $1.41770          2,320,476
    1/1/2006 to 12/31/2006                               $1.41770         $1.48086          2,445,987
- ----------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                              $1.00979         $1.19393         12,267,993
    1/1/2004 to 12/31/2004                               $1.19393         $1.30793         26,018,065
    1/1/2005 to 12/31/2005                               $1.30793         $1.38790         33,510,409
    1/1/2006 to 12/31/2006                               $1.38790         $1.51519         30,348,691
- ----------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                              $1.00745         $1.13654          7,810,706
    1/1/2004 to 12/31/2004                               $1.13654         $1.22048         20,504,877
    1/1/2005 to 12/31/2005                               $1.22048         $1.27471         24,154,580
    1/1/2006 to 12/31/2006                               $1.27471         $1.36612         23,527,407
- ----------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    1/6/2003* to 12/31/2003                              $1.00887         $1.24835          3,564,458
    1/1/2004 to 12/31/2004                               $1.24835         $1.38531          6,407,256
    1/1/2005 to 12/31/2005                               $1.38531         $1.49631          6,823,589
    1/1/2006 to 12/31/2006                               $1.49631         $1.69738          6,608,881
- ----------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    1/6/2003* to 12/31/2003                              $1.01511         $1.29026          2,793,324
    1/1/2004 to 12/31/2004                               $1.29026         $1.53570          6,372,012
    1/1/2005 to 12/31/2005                               $1.53570         $1.58443          7,198,239
    1/1/2006 to 12/31/2006                               $1.58443         $1.79078          6,637,398
- ----------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                              $1.01135         $1.23975          7,383,151
    1/1/2004 to 12/31/2004                               $1.23975         $1.38211         19,325,934
    1/1/2005 to 12/31/2005                               $1.38211         $1.48911         23,285,380
    1/1/2006 to 12/31/2006                               $1.48911         $1.65769         22,269,583
- ----------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    1/6/2003* to 12/31/2003                              $1.02725         $1.21457          1,098,747
    1/1/2004 to 12/31/2004                               $1.21457         $1.41041          1,973,944
    1/1/2005 to 12/31/2005                               $1.41041         $1.48345          2,568,911
    1/1/2006 to 12/31/2006                               $1.48345         $1.73324          2,256,401
- ----------------------------------------------------------------------------------------------------------
SP International Value Portfolio
  (formerly, SP LSV International Value Portfolio)
    1/6/2003* to 12/31/2003                              $1.01281         $1.23393          1,148,393
    1/1/2004 to 12/31/2004                               $1.23393         $1.40924          2,233,253
    1/1/2005 to 12/31/2005                               $1.40924         $1.58122          2,606,065
    1/1/2006 to 12/31/2006                               $1.58122         $2.01320          2,743,549



                                      A-2






- ---------------------------------------------------------------------------------------------------------
                                                                                          Number of
                                                      Accumulation     Accumulation      Accumulation
                                                      Unit Value at    Unit Value at Units Outstanding at
SP Annuity One 3                                   Beginning of Period End of Period    End of Period
                                                                            
- ---------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    1/6/2003* to 12/31/2003                              $1.02112         $1.20717           455,643
    1/1/2004 to 12/31/2004                               $1.20717         $1.33789           972,645
    1/1/2005 to 4/29/2005                                $1.33789         $1.25025                 0
- ---------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    1/6/2003* to 12/31/2003                              $1.00463         $1.33928           846,352
    1/1/2004 to 12/31/2004                               $1.33928         $1.57888         2,103,385
    1/1/2005 to 12/31/2005                               $1.57888         $1.63898         3,625,123
    1/1/2006 to 12/31/2006                               $1.63898         $1.58504         3,322,902
- ---------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    1/6/2003* to 12/31/2003                              $1.00530         $1.19841         3,514,084
    1/1/2004 to 12/31/2004                               $1.19841         $1.29196         7,294,050
    1/1/2005 to 12/31/2005                               $1.29196         $1.32558         8,189,606
    1/1/2006 to 12/31/2006                               $1.32558         $1.43180         7,543,576
- ---------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    1/6/2003* to 12/31/2003                              $1.00076         $1.04684         9,081,987
    1/1/2004 to 12/31/2004                               $1.04684         $1.08689        15,192,943
    1/1/2005 to 12/31/2005                               $1.08689         $1.09767        17,074,503
    1/1/2006 to 12/31/2006                               $1.09767         $1.12250        17,153,661
- ---------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    1/6/2003* to 12/31/2003                              $1.01864         $1.36653         1,350,535
    1/1/2004 to 12/31/2004                               $1.36653         $1.63587         2,782,102
    1/1/2005 to 12/31/2005                               $1.63587         $1.90014         3,759,244
    1/1/2006 to 12/31/2006                               $1.90014         $2.05363         3,618,481
- ---------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    1/6/2003* to 12/31/2003                              $1.01406         $1.30191           453,998
    1/1/2004 to 12/31/2004                               $1.30191         $1.27212         1,180,076
    1/1/2005 to 12/31/2005                               $1.27212         $1.28565         1,407,515
    1/1/2006 to 12/31/2006                               $1.28565         $1.42492         1,449,680
- ---------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    1/6/2003* to 12/31/2003                              $1.01518         $1.19388           620,221
    1/1/2004 to 12/31/2004                               $1.19388         $1.30209           976,074
    1/1/2005 to 12/31/2005                               $1.30209         $1.47863         1,062,759
    1/1/2006 to 12/31/2006                               $1.47863         $1.44859         1,110,143
- ---------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    1/6/2003* to 12/31/2003                              $1.03407         $1.34037           281,067
    1/1/2004 to 12/31/2004                               $1.34037         $1.32188           625,708
    1/1/2005 to 4/29/2005                                $1.32188         $1.18074                 0
- ---------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    1/6/2003* to 12/31/2003                              $1.01151         $1.35112           959,373
    1/1/2004 to 12/31/2004                               $1.35112         $1.55290         1,816,111
    1/1/2005 to 12/31/2005                               $1.55290         $1.78245         2,169,905
    1/1/2006 to 12/31/2006                               $1.78245         $2.12789         2,341,853
- ---------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                             $9.99886        $10.68260             8,911
- ---------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                             $9.99886         $9.99933             3,576
    1/1/2006 to 12/31/2006                               $9.99933        $11.40838           119,649
- ---------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                            $10.09338        $11.73323                 0
- ---------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                            $10.07970        $10.33229             1,646
    1/1/2006 to 12/31/2006                              $10.33229        $12.36530             6,319



                                      A-3






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
SP Annuity One 3                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                               $10.05481        $10.28681           4,368
    1/1/2006 to 12/31/2006                                 $10.28681        $11.89718          15,304
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                               $10.05009        $11.34495               0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                               $10.04988        $10.42169           9,629
    1/1/2006 to 12/31/2006                                 $10.42169        $11.57321          14,460
- ------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.06658        $10.35426           6,955
    1/1/2006 to 12/31/2006                                 $10.35426        $11.93304          28,450
- ------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                               $10.04202        $10.33700           1,647
    1/1/2006 to 12/31/2006                                 $10.33700        $11.18026           4,965
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.01933          41,437
    1/1/2006 to 12/31/2006                                 $10.01933        $11.04402         468,013
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.00933           3,150
    1/1/2006 to 12/31/2006                                 $10.00933        $11.22130         261,959
- ------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                               $10.14710        $12.04155           7,726
    1/1/2006 to 12/31/2006                                 $12.04155        $16.23834          27,937
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.02932           5,075
    1/1/2006 to 12/31/2006                                 $10.02932        $10.93553         231,745
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08492        $10.73678           4,470
    1/1/2006 to 12/31/2006                                 $10.73678        $12.88954          23,163
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
  (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01133        $10.33264           3,220
    1/1/2006 to 12/31/2006                                 $10.33264        $10.98080           6,732
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04570        $10.03757          10,009
    1/1/2006 to 12/31/2006                                 $10.03757        $11.87455          14,889
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99886        $10.98052          10,883
    1/1/2006 to 12/31/2006                                 $10.98052        $12.22751          24,187
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99886        $10.50452          24,905
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99886        $10.60336           8,925
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
  (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01541        $10.64464             397
    1/1/2006 to 12/31/2006                                 $10.64464        $11.66754             889
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03302        $10.78065           5,713
    1/1/2006 to 12/31/2006                                 $10.78065        $11.69442          17,915
- ------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                                $9.97681         $9.87825          13,582
    1/1/2006 to 12/31/2006                                  $9.87825        $10.75063          26,283
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99886        $10.60000          15,282
    1/1/2006 to 12/31/2006                                 $10.60000        $11.11019          28,015



                                      A-4






- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.91389        $10.67460           6,403
    1/1/2006 to 12/31/2006                         $10.67460        $12.92733          29,504
- ----------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.07726        $10.57804          19,588
    1/1/2006 to 12/31/2006                         $10.57804        $12.35800          30,809
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                        $9.99886         $9.96977          12,066
    1/1/2006 to 12/31/2006                          $9.96977        $10.79596          20,384
- ----------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.12625        $10.92526          23,473
    1/1/2006 to 12/31/2006                         $10.92526        $11.55444          44,652
- ----------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.96626        $10.49866           6,432
    1/1/2006 to 12/31/2006                         $10.49866        $12.87030          13,260
- ----------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.03693        $10.78089           8,370
    1/1/2006 to 12/31/2006                         $10.78089        $11.65979          14,872
- ----------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.06503        $10.37369           5,745
    1/1/2006 to 12/31/2006                         $10.37369        $11.68807          10,198
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.05576        $11.35869          20,075
    1/1/2006 to 12/31/2006                         $11.35869        $12.77698          39,746
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02196        $10.90682          36,991
    1/1/2006 to 12/31/2006                         $10.90682        $11.91306          55,946
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99886        $10.07733          18,139
    1/1/2006 to 12/31/2006                         $10.07733        $10.31847          35,541
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99886        $10.03931          16,239
    1/1/2006 to 12/31/2006                         $10.03931        $10.68916          53,179
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04866        $10.66828           9,025
    1/1/2006 to 12/31/2006                         $10.66828        $12.63027          22,602
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02867        $10.37610          15,317
    1/1/2006 to 12/31/2006                         $10.37610        $11.51159          59,405
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94939         $9.46839          12,121
    1/1/2006 to 12/31/2006                          $9.46839         $9.92364          28,674
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00286        $11.76236          93,690
    1/1/2006 to 12/31/2006                         $11.76236        $13.44068         151,231
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88103        $12.08600          18,558
    1/1/2006 to 12/31/2006                         $12.08600        $16.04073          30,757



                                      A-5






- -----------------------------------------------------------------------------------------------
                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    1/6/2003* to 12/31/2003                   $1.02245         $1.24622          208,132
    1/1/2004 to 12/31/2004                    $1.24622         $1.28061          415,826
    1/1/2005 to 12/31/2005                    $1.28061         $1.31370          497,033
    1/1/2006 to 12/31/2006                    $1.31370         $1.43985          593,263




 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.

                         (HDV, and Lifetime Five 2.60)





- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Jennison Portfolio
    3/14/2005* to 12/31/2005                         $10.06129        $11.73220                0
    1/1/2006 to 12/31/2006                           $11.73220        $11.64007                0
- ------------------------------------------------------------------------------------------------------
Prudential Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.04766        $11.02297                0
    1/1/2006 to 12/31/2006                           $11.02297        $12.09475                0
- ------------------------------------------------------------------------------------------------------
Prudential Global Portfolio
    3/14/2005* to 12/31/2005                          $9.98583        $11.25921                0
    1/1/2006 to 12/31/2006                           $11.25921        $13.13104                0
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    3/14/2005* to 12/31/2005                          $9.99976        $10.04005                0
    1/1/2006 to 12/31/2006                           $10.04005        $10.25107                0
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    3/14/2005* to 12/31/2005                         $10.05581        $10.30897                0
    1/1/2006 to 12/31/2006                           $10.30897        $11.61033                0
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    3/14/2005* to 12/31/2005                         $10.03716        $11.18056                0
    1/1/2006 to 12/31/2006                           $11.18056        $13.07076                0
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.03156        $10.90725                0
    1/1/2006 to 12/31/2006                           $10.90725        $12.14908                0
- ------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    3/14/2005* to 4/29/2005                          $10.06851         $9.47818                0
- ------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.02484        $10.16588                0
    1/1/2006 to 12/31/2006                           $10.16588        $11.49937                0
- ------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.02984        $12.04891                0
    1/1/2006 to 12/31/2006                           $12.04891        $12.43868                0
- ------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.01681        $10.60008        2,803,554
    1/1/2006 to 12/31/2006                           $10.60008        $11.43660        2,710,795
- ------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.00686        $10.42969          699,364
    1/1/2006 to 12/31/2006                           $10.42969        $11.04731          718,462
- ------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    3/14/2005* to 12/31/2005                         $10.02477        $10.55480                0
    1/1/2006 to 12/31/2006                           $10.55480        $11.83364                0



                                      A-6






- ----------------------------------------------------------------------------------------------------------
                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
SP Annuity One 3                                    Beginning of Period End of Period    End of Period
                                                                             
- ----------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                             $10.05698        $10.43562                0
    1/1/2006 to 12/31/2006                               $10.43562        $11.65712                0
- ----------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                             $10.02869        $10.76609        3,674,148
    1/1/2006 to 12/31/2006                               $10.76609        $11.84613        3,563,629
- ----------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    3/14/2005* to 12/31/2005                             $10.07548        $10.41036                0
    1/1/2006 to 12/31/2006                               $10.41036        $12.02174                0
- ----------------------------------------------------------------------------------------------------------
SP International Value Portfolio
  (formerly, SP LSV International Value Portfolio)
    3/14/2005* to 12/31/2005                              $9.91187        $10.59302                0
    1/1/2006 to 12/31/2006                               $10.59302        $13.32951                0
- ----------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    3/14/2005* to 4/29/2005                              $10.05569         $9.59841                0
- ----------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.02797        $10.62046                0
    1/1/2006 to 12/31/2006                               $10.62046        $10.15083                0
- ----------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    3/14/2005* to 12/31/2005                              $9.98863        $10.06754                0
    1/1/2006 to 12/31/2006                               $10.06754        $10.74615                0
- ----------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    3/14/2005* to 12/31/2005                              $9.99789        $10.09857                0
    1/1/2006 to 12/31/2006                               $10.09857        $10.20537                0
- ----------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.03548        $11.66658                0
    1/1/2006 to 12/31/2006                               $11.66658        $12.46174                0
- ----------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.03010        $10.44213                0
    1/1/2006 to 12/31/2006                               $10.44213        $11.43885                0
- ----------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.07330        $11.90839                0
    1/1/2006 to 12/31/2006                               $11.90839        $11.53055                0
- ----------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    3/14/2005* to 4/29/2005                              $10.04283         $9.58487                0
- ----------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    3/14/2005* to 12/31/2005                              $9.92605        $11.22029                0
    1/1/2006 to 12/31/2006                               $11.22029        $13.23866                0
- ----------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                              $9.99789        $10.58428        1,368,561
- ----------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                              $9.99789         $9.99030                0
    1/1/2006 to 12/31/2006                                $9.99030        $11.26518                0
- ----------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                             $10.09241        $11.63321                0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                             $10.07873        $10.23479                0
    1/1/2006 to 12/31/2006                               $10.23479        $12.10594                0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                             $10.05384        $10.18979                0
    1/1/2006 to 12/31/2006                               $10.18979        $11.64751                0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                             $10.04912        $11.24827                0



                                      A-7






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
SP Annuity One 3                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                               $10.04891        $10.32343                0
    1/1/2006 to 12/31/2006                                 $10.32343        $11.33031                0
- ------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.06561        $10.25648                0
    1/1/2006 to 12/31/2006                                 $10.25648        $11.68252                0
- ------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                               $10.04106        $10.23948                0
    1/1/2006 to 12/31/2006                                 $10.23948        $10.94561                0
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99789        $10.01025          329,867
    1/1/2006 to 12/31/2006                                 $10.01025        $10.90518        4,050,210
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99789        $10.00027          264,281
    1/1/2006 to 12/31/2006                                 $10.00027        $11.08024        6,134,343
- ------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                               $10.14613        $11.92816                0
    1/1/2006 to 12/31/2006                                 $11.92816        $15.89804                0
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99789        $10.02023           14,495
    1/1/2006 to 12/31/2006                                 $10.02023        $10.79817          782,409
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08395        $10.63555                0
    1/1/2006 to 12/31/2006                                 $10.63555        $12.61910                0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
  (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01036        $10.23522                0
    1/1/2006 to 12/31/2006                                 $10.23522        $10.75030                0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04473         $9.94281                0
    1/1/2006 to 12/31/2006                                  $9.94281        $11.62528                0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99789        $10.87710                0
    1/1/2006 to 12/31/2006                                 $10.87710        $11.97093                0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99789        $10.40773          619,984
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99789        $10.50581          457,279
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
  (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01445        $10.54432                0
    1/1/2006 to 12/31/2006                                 $10.54432        $11.42284                0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03205        $10.67907                0
    1/1/2006 to 12/31/2006                                 $10.67907        $11.44914                0
- ------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                                $9.97584         $9.78498                0
    1/1/2006 to 12/31/2006                                  $9.78498        $10.52499                0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99789        $10.50002                0
    1/1/2006 to 12/31/2006                                 $10.50002        $10.87698                0
- ------------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.91292        $10.57386                0
    1/1/2006 to 12/31/2006                                 $10.57386        $12.65607                0
- ------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.07630        $10.47827                0
    1/1/2006 to 12/31/2006                                 $10.47827        $12.09868                0



                                      A-8






- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                        $9.99789         $9.87561               0
    1/1/2006 to 12/31/2006                          $9.87561        $10.56925               0
- ----------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.12528        $10.82204               0
    1/1/2006 to 12/31/2006                         $10.82204        $11.31183               0
- ----------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.96529        $10.39968               0
    1/1/2006 to 12/31/2006                         $10.39968        $12.60029               0
- ----------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.03596        $10.67928               0
    1/1/2006 to 12/31/2006                         $10.67928        $11.41513               0
- ----------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.06406        $10.27587               0
    1/1/2006 to 12/31/2006                         $10.27587        $11.44280               0
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.05479        $11.25162               0
    1/1/2006 to 12/31/2006                         $11.25162        $12.50869               0
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02100        $10.80397               0
    1/1/2006 to 12/31/2006                         $10.80397        $11.66305               0
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99789         $9.98223               0
    1/1/2006 to 12/31/2006                          $9.98223        $10.10175               0
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99789        $10.03022               0
    1/1/2006 to 12/31/2006                         $10.03022        $10.55495         166,747
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04770        $10.56766               0
    1/1/2006 to 12/31/2006                         $10.56766        $12.36528               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02771        $10.27832               0
    1/1/2006 to 12/31/2006                         $10.27832        $11.27006          29,105
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94843         $9.37907               0
    1/1/2006 to 12/31/2006                          $9.37907         $9.71544               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00189        $11.65151               0
    1/1/2006 to 12/31/2006                         $11.65151        $13.15868               0
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88006        $11.97195               0
    1/1/2006 to 12/31/2006                         $11.97195        $15.70405               0
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    3/14/2005* to 12/31/2005                       $10.04383        $10.31860               0
    1/1/2006 to 12/31/2006                         $10.31860        $11.17733               0




 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.



                                      A-9



       APPENDIX B - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU

 Within the Strategic Partners(SM) family of annuities, we offer several
 different deferred variable annuity products. These annuities are issued by
 Pruco Life Insurance Company (in New York, by Pruco Life Insurance Company of
 New Jersey). Not all of these annuities may be available to you due to state
 approval or broker-dealer offerings. You can verify which of these annuities
 is available to you by asking your registered representative, or by calling us
 at (888) PRU-2888. For comprehensive information about each of these
 annuities, please consult the prospectus for the annuity.

 Each annuity has different features and benefits that may be appropriate for
 you, based on your individual financial situation and how you intend to use
 the annuity.

 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay while your contract remains
 in force. Additionally, differences may exist in various optional benefits
 such as guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the annuity;
..   Your investment return objectives;
..   The effect of optional benefits that may be elected; and
..   Your desire to minimize costs and/or maximize return associated with the
    annuity.

 The following chart sets forth the prominent features of each Strategic
 Partners variable annuity. The availability of optional features, such as
 those noted in the chart, may increase the cost of the contract. Therefore,
 you should carefully consider which features you plan to use when selecting
 your annuity.


 In addition to the chart, we set out below certain hypothetical illustrations
 that reflect the Contract Value and surrender value of each variable annuity
 over a variety of holding periods. These charts are meant to reflect how your
 annuities can grow or decrease depending on market conditions and the
 comparable value of each of the annuities (which reflects the charges
 associated with the annuities) under the assumptions noted. In comparing the
 values within the illustrations, a number of distinctions are evident. To
 fully appreciate these distinctions, we encourage you to speak to your
 registered representative and to read the prospectuses. However, we do point
 out the following noteworthy items:


..   Strategic Partners Advisor, because it has no sales charge, offers the
    highest surrender value during the first few years. However, unlike
    Strategic Partners FlexElite 2 (i.e., the version of the contract sold on
    or after May 1, 2003) and the Strategic Partners Annuity One 3/Plus 3
    contracts, Strategic Partners Advisor offers few optional benefits.
..   Strategic Partners FlexElite 2 offers both an array of optional benefits as
    well as the "liquidity" to surrender the annuity without any withdrawal
    charge after three contract years have passed. FlexElite 2 also is unique
    in offering an optional persistency bonus (which, if taken, extends the
    withdrawal charge period).

..   Strategic Partners Select, as part of its standard insurance and
    administrative expense, offers a guaranteed minimum death benefit equal to
    the greater of the Contract Value, a step-up value, or a roll-up value. In
    contrast, you incur an additional charge if you opt for an enhanced death
    benefit under the other annuities.

..   Strategic Partners Annuity One 3/Plus 3 comes in both a bonus version and a
    non-bonus version, each of which offers several optional insurance
    features. A bonus is added to your purchase payments under the bonus
    version, although the withdrawal charges under the bonus version are higher
    than those under the non-bonus version. Although the non-bonus version
    offers no bonus, it is accompanied by fixed interest rate options and a
    market value adjustment option that may provide higher interest rates than
    such options accompanying the bonus version.

 Strategic Partners Annuity Product Comparison. Below is a summary of Strategic
 Partners variable annuity products. You should consider the investment
 objectives, risks, charges and expenses of an investment in any contract
 carefully before investing. Each product prospectus as well as the underlying
 portfolio prospectuses contains this and other information about the variable
 annuities and underlying investment options. Your registered representative
 can provide you with prospectuses for one or more of these variable annuities
 and the underlying portfolios and can help you decide upon the product that
 would be most advantageous for you given your individual needs. Please read
 the prospectuses carefully before investing.

                                      B-1






- -------------------------------------------------------------------------------------------------------------------
                                                                                Strategic           Strategic
                        Strategic         Strategic           Strategic          Partners            Partners
                        Partners           Partners           Partners        Annuity One 3/      Annuity One 3/
                         Advisor        FlexElite 2/ 1/        Select        Plus 3 Non Bonus      Plus 3 Bonus
                                                                                 
- -------------------------------------------------------------------------------------------------------------------
Minimum             $10,000           $10,000             $10,000           $10,000             $10,000
 Investment
- -------------------------------------------------------------------------------------------------------------------
Maximum Issue       85 Qualified &    85 Qualified &      80 Qualified &    85 Qualified &      85 Qualified &
 Age                Non-Qualified     Non-Qualified       85 Non-Qualified  Non-Qualified       Non-Qualified
- -------------------------------------------------------------------------------------------------------------------
Withdrawal Charge   None              3 Years (7%, 7%,    7 Years (7%, 6%,  7 Years (7%, 6%,    7 Years (8%, 8%,
 Schedule                             7%) Contract        5%, 4%, 3%, 2%,   5%, 4%, 3%, 2%,     8%, 8%, 7%, 6%,
                                      date based          1%) Contract      1%) Payment         5%) Payment
                                                          date based        date based          date based
- -------------------------------------------------------------------------------------------------------------------
Annual Charge-      Full liquidity    10% of gross        10% of gross      10% of gross        10% of gross
 Free                                 purchase            Purchase          purchase            purchase
 Withdrawal/ 2/                       payments made       payments per      payments made       payments made
                                      as of last contract contract year,    as of last contract as of last contract
                                      anniversary per     cumulative up to  anniversary per     anniversary per
                                      contract year       7 years or 70% of contract year       contract year
                                                          gross purchase
                                                          payments
- -------------------------------------------------------------------------------------------------------------------
Insurance and       1.40%             1.65%               1.52%             1.40%               1.50%
 Administration
 Charge
- -------------------------------------------------------------------------------------------------------------------
Contract            The lesser of $30 The lesser of $50   $30. Waived if    The lesser of $35   The lesser of $35
 Maintenance Fee    or 2% of your     or 2% of your       Contract Value is or 2% of your       or 2% of your
 (assessed          Contract Value.   Contract Value.     $50,000 or more   contract value.     contract value.
 annually)          Waived if         Waived if                             Waived if           Waived if
                    contract value is contract Value is                     Contract Value is   Contract Value is
                    $50,000 or More   $100,000 or more                      $75,000 or more     $75,000 or more
- -------------------------------------------------------------------------------------------------------------------
Contract Credit     No                Yes 1% credit       No                No                  Yes 3%-all
                                      option at end of                                          amounts ages 81-
                                      3/rd/ and 6/th/                                           85 4%-under
                                      contract years.                                           $250,000 5%-
                                      Election results in                                       $250,000-
                                      a new 3 year                                              $999,999 6%-
                                      withdrawal                                                $1,000,000+
                                      charge
- -------------------------------------------------------------------------------------------------------------------
Fixed Rate Account  No                Yes                 Yes               Yes                 Yes/ 3/
                                      1-Year              1-Year            1-Year              1-Year
- -------------------------------------------------------------------------------------------------------------------
Market Value        No                Yes                 Yes               Yes                 Yes
 Adjustment                           1-10 Years          7-Year            1-10 Years          1-10 Years
 Account (MVA)
- -------------------------------------------------------------------------------------------------------------------
Enhanced Dollar     No                Yes                 No                Yes                 Yes
 Cost Averaging
 (DCA)
- -------------------------------------------------------------------------------------------------------------------
Variable Investment as indicated in   as indicated in     as indicated in   as indicated in     as indicated in
 Options            prospectus        prospectus          prospectus        prospectus          prospectus
 Available
- -------------------------------------------------------------------------------------------------------------------
Evergreen Funds     N/A               N/A                 N/A               6-available in      6-available in
                                                                            Strategic Partners  Strategic Partners
                                                                            Plus 3 only         Plus 3 only
- -------------------------------------------------------------------------------------------------------------------
Base Death Benefit: The greater of:   The greater of:     Step/Roll         The greater of:     The greater of:
                    purchase          Purchase            Withdrawals will  purchase            purchase
                    payment(s)        payment(s)          proportionately   payment(s) minus    payment(s) minus
                    Minus             Minus               affect the Death  proportionate       proportionate
                    proportionate     proportionate       Benefit           withdrawal(s) or    withdrawal(s) or
                    withdrawal(s) or  withdrawal(s) or                      Contract Value      Contract Value
                    Contract Value    Contract Value



 1  This column depicts features of the version of Strategic Partners FlexElite
    sold on or after May 1, 2003 or upon subsequent state approval. In one
    state, Pruco Life continues to sell a prior version of the contract. Under
    that version, the charge for the base death benefit is 1.60%, rather than
    1.65%. The prior version also differs in certain other respects (e.g.,
    availability of optional benefits). The values illustrated below are based
    on the 1.65% charge, and therefore are slightly lower than if the 1.60%
    charge were used.
 2  Withdrawals of taxable amounts will be subject to income tax, and prior to
    age 59 1/2, may be subject to a 10% federal income tax penalty.
 3  May offer lower interest rates for the fixed rate options than the interest
    rates offered in the contracts without credit.

                                      B-2






- --------------------------------------------------------------------------------------------
                                                                Strategic       Strategic
                       Strategic     Strategic     Strategic     Partners        Partners
                       Partners       Partners     Partners   Annuity One 3/  Annuity One 3/
                        Advisor    FlexElite 2/ 1/  Select   Plus 3 Non Bonus  Plus 3 Bonus
                                                               
- --------------------------------------------------------------------------------------------
Optional Death       Step/Roll     Step-Up, Roll-     N/A     Step-Up, Roll-  Step-Up, Roll-
 Benefit (for an                   Up, Combo:                 Up, Combo:      Up, Combo:
 Additional                        Step/Roll                  Step/Roll       Step/Roll
 cost),/ 4,5/                      Highest Daily              Highest Daily   Highest Daily
                                   Value (HDV)                Value (HDV)     Value (HDV)
                                   Earnings                   Earnings        Earnings
                                   Appreciator                Appreciator     Appreciator
                                   Benefit (EAB)              Benefit (EAB)   Benefit (EAB)
- --------------------------------------------------------------------------------------------
Living Benefits (for Lifetime Five Lifetime Five      N/A     Lifetime Five   Lifetime Five
 an additional                     Spousal                    Spousal         Spousal
 cost),/ 5,6/                      Lifetime Five              Lifetime Five   Lifetime Five
                                                              Highest Daily   Highest Daily
                                   Highest Daily              Lifetime Five   Lifetime Five
                                   Lifetime Five                              Guaranteed
                                   Guaranteed                 Guaranteed      Minimum
                                   Minimum                    Minimum         Income Benefit
                                   Income Benefit             Income Benefit  (GMIB)
                                   (GMIB)                     (GMIB)          Income
                                   Income                     Income          Appreciator
                                   Appreciator                Appreciator     Benefit (IAB)
                                   Benefit (IAB)              Benefit (IAB)



 4  For more information on these benefits, refer to section 4, "What Is The
    Death Benefit?" in the Prospectus.
 5  Not all Optional Benefits may be available in all states.

 6  For more information on these benefits, refer to section 3, "What Kind of
    Payments Will I Receive During The Income Phase?"; section 5, "What Is The
    LifeTime Five(SM) Income Benefit?"; (discussing Lifetime Five and Spousal
    Lifetime Five and Highest Daily Lifetime Five) and section 6, "What Is The
    Income Appreciator Benefit?" in the Prospectus.


 HYPOTHETICAL ILLUSTRATION

 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the contract years specified. The values shown below are based
 on the following assumptions:
..   An initial investment of $100,000 is made into each contract earning a
    gross rate of return of 0% and 6% respectively.
..   No subsequent deposits or withdrawals are made to/from the contract.

..   The hypothetical gross rates of return are reduced by the arithmetic
    average of the fees and expenses of the underlying portfolios (as of
    December 31, 2006) and the charges that are deducted from the contract at
    the Separate Account level as follows:
    -- 0.97% average of all fund expenses are computed by adding Portfolio
       management fees, 12b-1 fees and other expenses of all of the underlying
       portfolios and then dividing by the number of portfolios. For purposes
       of the illustrations, we do not reflect any expense reimbursements or
       expense waivers that might apply and are described in the prospectus fee
       table. Please note that because the SP Aggressive Growth Asset
       Allocation Portfolio, the SP Balanced Asset Allocation Portfolio, the SP
       Conservative Asset Allocation Portfolio, and the SP Growth Asset
       Allocation Portfolio generally were closed to investors in 2005, the
       fees for such portfolios are not reflected in the above-mentioned
       average.

    -- The Separate Account level charges include the Insurance Charge and
       Administration Charge (as applicable).

 The Contract Value assumes no surrender while the Surrender Value assumes a
 100% surrender two days prior to the contract anniversary, therefore
 reflecting the withdrawal charge applicable to that contract year. Note that a
 withdrawal on the contract anniversary, or the day before the contract
 anniversary, would be subject to the withdrawal charge applicable to the next
 contract year, which usually is lower. The values that you actually experience
 under a contract will be different from what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each product reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).

                                      B-3



 0% GROSS RETURN






        SP ADVISOR         SP SELECT       SP FLEX ELITE II   SPAO 3 NON BONUS     SPAO 3 BONUS
    ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
    -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $97,678   $97,678  $97,563   $91,433  $97,439   $91,317  $97,678   $91,540  $101,485  $94,166
 2  $95,404   $95,404  $95,179   $90,068  $94,887   $88,945  $95,404   $90,279  $ 99,025  $91,902
 3  $93,183   $93,183  $92,853   $88,710  $92,401   $86,633  $93,183   $89,023  $ 96,624  $89,694
 4  $91,013   $91,013  $90,584   $87,361  $89,979   $89,979  $91,013   $87,773  $ 94,282  $87,539
 5  $88,894   $88,894  $88,371   $86,019  $87,620   $87,620  $88,894   $86,527  $ 91,996  $86,256
 6  $86,825   $86,825  $86,211   $84,687  $85,321   $85,321  $86,825   $85,288  $ 89,766  $84,979
 7  $84,803   $84,803  $84,104   $83,363  $83,080   $83,080  $84,803   $84,055  $ 87,589  $83,710
 8  $82,829   $82,829  $82,049   $82,049  $80,898   $80,898  $82,829   $82,829  $ 85,466  $85,466
 9  $80,901   $80,901  $80,044   $80,044  $78,771   $78,771  $80,901   $80,901  $ 83,394  $83,394
 10 $79,017   $79,017  $78,088   $78,088  $76,700   $76,700  $79,017   $79,017  $ 81,372  $81,372
 11 $77,178   $77,178  $76,180   $76,180  $74,681   $74,681  $77,178   $77,178  $ 79,399  $79,399
 12 $75,381   $75,381  $74,319   $74,319  $72,714   $72,714  $75,381   $75,381  $ 77,474  $77,474
 13 $73,626   $73,626  $72,468   $72,468  $70,798   $70,798  $73,626   $73,626  $ 75,596  $75,596
 14 $71,912   $71,912  $70,663   $70,663  $68,931   $68,931  $71,877   $71,877  $ 73,763  $73,763
 15 $70,237   $70,237  $68,902   $68,902  $67,111   $67,111  $70,170   $70,170  $ 71,941  $71,941
 16 $68,602   $68,602  $67,185   $67,185  $65,339   $65,339  $68,502   $68,502  $ 70,162  $70,162
 17 $67,005   $67,005  $65,509   $65,509  $63,612   $63,612  $66,873   $66,873  $ 68,427  $68,427
 18 $65,445   $65,445  $63,874   $63,874  $61,930   $61,930  $65,282   $65,282  $ 66,734  $66,734
 19 $63,921   $63,921  $62,279   $62,279  $60,290   $60,290  $63,728   $63,728  $ 65,082  $65,082
 20 $62,433   $62,433  $60,723   $60,723  $58,693   $58,693  $62,210   $62,210  $ 63,470  $63,470
 21 $60,980   $60,980  $59,205   $59,205  $57,137   $57,137  $60,727   $60,727  $ 61,897  $61,897
 22 $59,560   $59,560  $57,724   $57,724  $55,621   $55,621  $59,279   $59,279  $ 60,362  $60,362
 23 $58,173   $58,173  $56,279   $56,279  $54,143   $54,143  $57,865   $57,865  $ 58,865  $58,865
 24 $56,819   $56,819  $54,870   $54,870  $52,704   $52,704  $56,484   $56,484  $ 57,404  $57,404
 25 $55,496   $55,496  $53,495   $53,495  $51,302   $51,302  $55,134   $55,134  $ 55,978  $55,978
- --------------------------------------------------------------------------------------------------



 Assumptions:

 1. $100,000 initial investment.


 2. As of December 31, 2006, the average fund expenses =0.97%.


 3. No optional death benefit(s) and/or optional living benefit(s) were elected.

 4. Strategic Partners FlexElite 2 figures do not include the optional 1%
    credit election. Had the credit been included, the Contract Values would be
    higher, due to the additional credit. However, election of the credit
    extends the surrender charge for an additional three years, thus lowering
    surrender value in those years.


 5. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor -2.33%; Strategic Partners Select -2.44%;
    Strategic Partners FlexElite 2 -2.60%; Strategic Partners Annuity One
    3/Plus 3 Non-Bonus -2.33%; Strategic Partners Annuity One 3/Plus 3 Bonus
    -2.42%.


 6. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 7. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      B-4




6% GROSS RETURN





        SP ADVISOR         SP SELECT       SP FLEX ELITE II   SPAO 3 NON BONUS     SPAO 3 BONUS
    ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
    -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $103,522 $103,522  $103,400 $ 96,863  $103,268 $ 96,740  $103,522 $ 96,976  $107,557 $ 99,754
 2  $107,179 $107,179  $106,926 $101,111  $106,653 $ 99,888  $107,179 $101,349  $111,247 $103,148
 3  $110,965 $110,965  $110,572 $105,544  $110,149 $103,139  $110,965 $105,917  $115,063 $106,659
 4  $114,884 $114,884  $114,342 $110,169  $113,759 $113,759  $114,884 $110,689  $119,009 $110,290
 5  $118,942 $118,942  $118,241 $114,994  $117,487 $117,487  $118,942 $115,674  $123,092 $115,176
 6  $123,143 $123,143  $122,273 $120,027  $121,338 $121,338  $123,143 $120,880  $127,314 $120,276
 7  $127,493 $127,493  $126,442 $125,278  $125,315 $125,315  $127,493 $126,318  $131,681 $125,597
 8  $131,996 $131,996  $130,753 $130,753  $129,422 $129,422  $131,996 $131,996  $136,198 $136,198
 9  $136,658 $136,658  $135,212 $135,212  $133,664 $133,664  $136,658 $136,658  $140,870 $140,870
 10 $141,485 $141,485  $139,822 $139,822  $138,044 $138,044  $141,485 $141,485  $145,702 $145,702
 11 $146,483 $146,483  $144,590 $144,590  $142,569 $142,569  $146,483 $146,483  $150,699 $150,699
 12 $151,657 $151,657  $149,520 $149,520  $147,241 $147,241  $151,657 $151,657  $155,868 $155,868
 13 $157,013 $157,013  $154,618 $154,618  $152,067 $152,067  $157,013 $157,013  $161,215 $161,215
 14 $162,559 $162,559  $159,890 $159,890  $157,051 $157,051  $162,559 $162,559  $166,745 $166,745
 15 $168,301 $168,301  $165,342 $165,342  $162,199 $162,199  $168,301 $168,301  $172,464 $172,464
 16 $174,246 $174,246  $170,980 $170,980  $167,515 $167,515  $174,246 $174,246  $178,380 $178,380
 17 $180,400 $180,400  $176,810 $176,810  $173,005 $173,005  $180,400 $180,400  $184,499 $184,499
 18 $186,772 $186,772  $182,838 $182,838  $178,675 $178,675  $186,772 $186,772  $190,827 $190,827
 19 $193,369 $193,369  $189,073 $189,073  $184,531 $184,531  $193,369 $193,369  $197,373 $197,373
 20 $200,199 $200,199  $195,520 $195,520  $190,579 $190,579  $200,199 $200,199  $204,143 $204,143
 21 $207,271 $207,271  $202,186 $202,186  $196,825 $196,825  $207,271 $207,271  $211,146 $211,146
 22 $214,592 $214,592  $209,080 $209,080  $203,276 $203,276  $214,592 $214,592  $218,388 $218,388
 23 $222,172 $222,172  $216,210 $216,210  $209,939 $209,939  $222,172 $222,172  $225,879 $225,879
 24 $230,019 $230,019  $223,582 $223,582  $216,820 $216,820  $230,019 $230,019  $233,627 $233,627
 25 $238,144 $238,144  $231,205 $231,205  $223,926 $223,926  $238,144 $238,144  $241,641 $241,641





 Assumptions:

 1. $100,000 initial investment.


 2. As of December 31, 2006, the average fund expenses = 0.97%.


 3. No optional death benefit(s) and/or optional living benefit(s) were elected.

 4. Strategic Partners FlexElite 2 figures do not include the optional 1%
    credit election. Had the credit been included, the Contract Values would be
    higher, due to the additional credit. However, election of the credit
    extends the surrender charge for an additional three years, thus lowering
    surrender value in those years.


 5. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor 3.53%; Strategic Partners Select 3.41%;
    Strategic Partners FlexElite 2 3.24%; Strategic Partners Annuity One 3/Plus
    3 Non-Bonus 3.53%; Strategic Partners Annuity One 3/Plus 3 Bonus 3.43%.


 6. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 7. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      B-5




 APPENDIX C - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE BENEFIT

 We set out below the current formula under which we may transfer amounts
 between the variable investment options and the Benefit Fixed Rate Account.
 Upon your election of Highest Daily Lifetime Five, we will not alter the asset
 transfer formula that applies to your contract. However, as discussed in
 Section 5, we reserve the right to modify this formula with respect to those
 who elect Highest Daily Lifetime Five in the future.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
  .   C\\u\\ - the upper target is established on the effective date of the
      Highest Daily Lifetime Five benefit (the "Effective Date") and is not
      changed for the life of the guarantee. Currently, it is 83%.

  .   C\\t\\ - the target is established on the Effective Date and is not
      changed for the life of the guarantee. Currently, it is 80%.

  .   C\\l\\ - the lower target is established on the Effective Date and is not
      changed for the life of the guarantee. Currently, it is 77%.

  .   L - the target value as of the current business day.

  .   r - the target ratio.

  .   a - the factors used in calculating the target value. These factors are
      established on the Effective Date and are not changed for the life of the
      guarantee. The factors that we use currently are derived from the a2000
      Individual Annuity Mortality Table with an assumed interest rate of 3%.
      Each number in the table "a" factors (which appears below) represents a
      factor, which when multiplied by the Highest Daily Annual Income Amount,
      projects our total liability for the purpose of asset transfers under the
      guarantee.

  .   Q - age based factors used in calculating the target value. These factors
      are established on the Effective Date and are not changed for the life of
      the guarantee. The factor is currently set equal to 1.

  .   V - the total value of all Permitted Sub-accounts in the annuity.

  .   F - the total value of all Benefit Fixed Rate Account allocations.

  .   I - the income value prior to the first withdrawal. The income value is
      equal to what the Highest Daily Annual Income Amount would be if the
      first withdrawal were taken on the date of calculation. After the first
      withdrawal the income value equals the greater of the Highest Daily
      Annual Income Amount, the quarterly step-up amount times the annual
      income percentage, and the Contract Value times the annual income
      percentage.

  .   T - the amount of a transfer into or out of the Benefit Fixed Rate
      Account.

  .   I% - annual income amount percentage. This factor is established on the
      Effective Date and is not changed for the life of the guarantee.
      Currently, this percentage is equal to 5%.

 TARGET VALUE CALCULATION:
 On each business day, a target value (L) is calculated, according to the
 following formula. If the variable Contract Value (V) is equal to zero, no
 calculation is necessary.

                                 L = I * Q * a

 Transfer Calculation:
 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines when a transfer is required:




                                    
                        Target Ratio r   =(L - F) / V.




      .   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
          transferred to Benefit Fixed Rate Account.

      .   If r (less than) C\\l\\, and there are currently assets in the
          Benefit Fixed Rate Account (F (greater than) 0), assets in the
          Benefit Fixed Rate Account are transferred to the Permitted
          Sub-accounts.


                                      C-1




 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines the transfer amount:




                                            
T = {Min (V, [L - F - V * Ct]/(1-Ct))}         T(greater than)0, Money moving from the Permitted Sub-accounts to the
                                               Benefit Fixed Rate Account
T = {Min (F, [L - F - V * C\\t\\]/(1-C\\t\\))} T(less than)0, Money moving from the Benefit Fixed Rate Account
                                               to the Permitted Sub-accounts]




 Example:
 Male age 65 contributes $100,000 into the Permitted Sub accounts and the value
 drops to $92,300 during year one, end of day one. A table of values for "a"
 appears below.

 Target Value Calculation:




                           
                          L     =I * Q * a
                                =5000.67 * 1 * 15.34
                                =76,710.28




 Target Ratio:




                        
                       r     =(L - F)/V
                             =(76,710.28 - 0)/92,300.00
                             =83.11%




 Since r (greater than) Cu ( because 83.11% (greater than) 83%) a transfer into
 the Benefit Fixed rate Account occurs.




     
    T     ={Min (V, [L - F - V * Ct]/(1 - Ct))}
          ={Min (92,300.00, [76,710.28 - 0 - 92,300.00 * 0.80]/(1 - 0.80))}
          ={Min (92,300.00, 14,351.40)}
          =14,351.40



                                      C-2




                 Age 65 "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*





       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
  1... 15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
  2... 14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
  3... 14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
  4... 14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
  5... 13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
  6... 13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
  7... 12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
  8... 12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
  9... 11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10.. 11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11.. 10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12.. 10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13.. 10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14..  9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15..  9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16..  8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17..  8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18..  8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19..  7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20..  7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21..  6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22..  6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23..  6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24..  5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25..  5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26..  5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27..  4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28..  4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29..  4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30..  4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31..  4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32..  3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33..  3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34..  3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35..  3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36..  3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37..  2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38..  2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39..  2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40..  2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41..  2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17




 *  The values set forth in this table are applied to all ages.


                                      C-3




            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
            FURTHER DETAILS ABOUT THE PRUCO LIFE ANNUITY DESCRIBED IN
            PROSPECTUS ORD01142 (05/2007).


                      ------------------------
                               (print your name)

                      ------------------------
                                   (address)

                      ------------------------
                             (city/state/zip code)

                               MAILING ADDRESS:

                       PRUDENTIAL ANNUITY SERVICE CENTER
                                 P.O. Box 7960
                            Philadelphia, PA 19176







[LOGO]
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777





ORD01142


                                   PRSRT STD
                                 U.S. POSTAGE
                                     PAID
                                 LANCASTER, PA
                                PERMIT NO. 1793




                                   STRATEGIC PARTNERS/SM/ PLUS VARIABLE ANNUITY
                                                        Prospectus: May 1, 2007

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


 This prospectus describes an Individual Variable Annuity Contract offered by
 Pruco Life Insurance Company (Pruco Life) and the Pruco Life Flexible Premium
 Annuity Account. Pruco Life offers several different annuities which your
 representative may be authorized to offer to you. Each Annuity has different
 features and benefits that may be appropriate for you based on your financial
 situation, your age and how you intend to use the Annuity. Please note that
 selling broker-dealer firms through which the contract is sold may decline to
 make available to their customers certain of the optional features offered
 generally under the contract. Alternatively, such firms may restrict the
 availability of the optional benefits and investment options that they make
 available to their customers (e.g., by imposing a lower maximum issue age for
 certain optional benefits than what is prescribed generally under the
 contract). Please speak to your registered representative for further details.
 The different features and benefits include variations in death benefit
 protection and the ability to access your annuity's contract value. The fees
 and charges under the annuity contract and the compensation paid to your
 representative may also be different among each Annuity. If you are purchasing
 the contract as a replacement for existing variable annuity or variable life
 coverage, you should consider, among other things, any surrender or penalty
 charges you may incur when replacing your existing coverage. Pruco life is a
 wholly-owned subsidiary of the Prudential Insurance Company of America.


 THE FUNDS

 Strategic Partners Plus offers a wide variety of investment choices, including
 variable investment options that invest in underlying mutual funds. Currently,
 portfolios of the following underlying mutual funds are being offered: The
 Prudential Series Fund, Advanced Series Trust (formerly named American Skandia
 Trust), Evergreen Variable Annuity Trust, Gartmore Variable Insurance Trust,
 and Janus Aspen Series (see next page for list of portfolios currently
 offered).


 You may choose between two basic versions of Strategic Partners Plus. One
 version, the Contract With Credit, provides for a bonus credit that we add to
 each purchase payment you make. If you choose this version of Strategic
 Partners Plus, some charges and expenses may be higher than if you choose the
 version without the credit. Those higher charges could exceed the amount of
 the credit under some circumstances, particularly if you withdraw purchase
 payments within a few years of making those purchase payments. The Contract
 With Credit comes in two forms--one form under which bonus credits generally
 are not recaptured once the free look period expires and which bears higher
 charges, and the other form under which bonus credits vest over several years.
 We will continue to offer the later version of the Contract With Credit in a
 State until the State has approved the former version, after which approval we
 will offer only the former version.

 PLEASE READ THIS PROSPECTUS
 Please read this prospectus before purchasing a Strategic Partners Plus
 variable annuity contract, and keep it for future reference. The current
 prospectuses for the underlying mutual funds contain important information
 about the mutual funds. When you invest in a variable investment option that
 is funded by a mutual fund, you should read the mutual fund prospectus and
 keep it for future reference.

 TO LEARN MORE ABOUT STRATEGIC PARTNERS PLUS
 To learn more about the Strategic Partners Plus variable annuity, you can
 request a copy of the Statement of Additional Information (SAI) dated May 1,
 2007. The SAI has been filed with the Securities and Exchange Commission (SEC)
 and is legally a part of this prospectus. Pruco Life also files other reports
 with the SEC. All of these filings can be reviewed and copied at the SEC's
 office, and can also be obtained from the SEC's Public Reference Section, 100
 F Street, N.E., Washington, D.C. 20549. (See SEC file number 333-37728.) You
 may obtain information on the operation of the Public Reference Room by
 calling the SEC at (202) 551-8090. The SEC maintains a Web site
 (http://www.sec.gov) that contains the Strategic Partners Plus SAI, material
 incorporated by reference, and other information regarding registrants that
 file electronically with the SEC. The Table of Contents of the SAI is set
 forth in Section 10 of this prospectus.

 For a free copy of the SAI, call us at (888) PRU-2888, or write to us at
 Prudential Annuity Service Center, P.O. Box 7960, Philadelphia, PA 19176.

- --------------------------------------------------------------------------------
 THE SEC HAS NOT DETERMINED THAT THIS CONTRACT IS A GOOD INVESTMENT, NOR HAS
 THE SEC DETERMINED THAT THIS PROSPECTUS IS COMPLETE OR ACCURATE. IT IS A
 CRIMINAL OFFENSE TO STATE OTHERWISE. INVESTMENT IN A VARIABLE ANNUITY CONTRACT
 IS SUBJECT TO RISK, INCLUDING THE POSSIBLE LOSS OF YOUR MONEY. AN INVESTMENT
 IN STRATEGIC PARTNERS PLUS IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE
 FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


 Strategic Partners/SM/ is a service mark of the Prudential Insurance Company
 of America.   P2082


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



                              INVESTMENT OPTIONS

 The Prudential Series Fund
   Jennison Portfolio

   Equity Portfolio
   Global Portfolio
   Money Market Portfolio
   Stock Index Portfolio
   Value Portfolio
   SP Aggressive Growth Asset Allocation Portfolio
   SP Balanced Asset Allocation Portfolio
   SP Conservative Asset Allocation Portfolio
   SP Growth Asset Allocation Portfolio

   SP AIM Core Equity Portfolio
   SP Davis Value Portfolio
   SP International Growth Portfolio
   SP International Value Portfolio
   SP Mid Cap Growth Portfolio
   SP PIMCO High Yield Portfolio
   SP PIMCO Total Return Portfolio
   SP Prudential U.S. Emerging Growth Portfolio
   SP Small-Cap Growth Portfolio
   SP Small Cap Value Portfolio
   SP Strategic Partners Focused Growth Portfolio
   SP T. Rowe Price Large-Cap Growth Portfolio

 Advanced Series Trust
   AST Advanced Strategies Portfolio
   AST Aggressive Asset Allocation Portfolio
   AST AllianceBernstein Core Value Portfolio
   AST AllianceBernstein Growth & Income Portfolio
   AST AllianceBernstein Managed Index 500 Portfolio
   AST American Century Income & Growth Portfolio
   AST American Century Strategic Allocation Portfolio
   AST Balanced Asset Allocation Portfolio
   AST Capital Growth Asset Allocation Portfolio
   AST Cohen & Steers Realty Portfolio
   AST Conservative Asset Allocation Portfolio
   AST DeAM Large-Cap Value Portfolio


   AST DeAM Small-Cap Value Portfolio
   AST Federated Aggressive Growth Portfolio
   AST First Trust Balanced Target Portfolio
   AST First Trust Capital Appreciation Target Portfolio
   AST Goldman Sachs Concentrated Growth Portfolio
   AST Goldman Sachs Mid-Cap Growth Portfolio
   AST High Yield Portfolio
   AST JPMorgan International Equity Portfolio
   AST Large-Cap Value Portfolio
   AST Lord Abbett Bond-Debenture Portfolio
   AST Marsico Capital Growth Portfolio
   AST MFS Global Equity Portfolio
   AST MFS Growth Portfolio
   AST Mid-Cap Value Portfolio
   AST Neuberger Berman Mid-Cap Growth Portfolio
   AST Neuberger Berman Mid-Cap Value Portfolio
   AST Neuberger Berman Small-Cap Growth Portfolio
   AST PIMCO Limited Maturity Bond Portfolio
   AST Preservation Asset Allocation Portfolio
   AST Small-Cap Value Portfolio
   AST T. Rowe Price Asset Allocation Portfolio
   AST T. Rowe Price Global Bond Portfolio
   AST T. Rowe Price Natural Resources Portfolio

   AST UBS Dynamic Alpha Portfolio


 Evergreen Variable Annuity Trust
   Evergreen VA Balanced Fund
   Evergreen VA Fundamental Large Cap Fund
   Evergreen VA Growth Fund
   Evergreen VA International Equity Fund
   Evergreen VA Omega Fund
   Evergreen VA Special Values Fund

 Gartmore Variable Insurance Trust
   GVIT Developing Markets Fund

 Janus Aspen Series
   Large Cap Growth Portfolio -- Service Shares



                                   CONTENTS



                                                                                       
PART I: STRATEGIC PARTNERS PLUS PROSPECTUS SUMMARY.......................................  5

 GLOSSARY................................................................................  6
 SUMMARY................................................................................. 10
 SUMMARY OF CONTRACT EXPENSES............................................................ 14
 EXPENSE EXAMPLES........................................................................ 18

PART II: STRATEGIC PARTNERS PLUS PROSPECTUS SECTIONS 1-10................................ 22

 SECTION 1: WHAT IS THE STRATEGIC PARTNERS PLUS VARIABLE ANNUITY?........................ 23

   SHORT TERM CANCELLATION RIGHT OR "FREE LOOK".......................................... 24

 SECTION 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?........................................ 24

   VARIABLE INVESTMENT OPTIONS........................................................... 24
   FIXED INTEREST RATE OPTIONS........................................................... 36
   TRANSFERS AMONG OPTIONS............................................................... 37
   ADDITIONAL TRANSFER RESTRICTIONS...................................................... 38
   DOLLAR COST AVERAGING................................................................. 39
   ASSET ALLOCATION PROGRAM.............................................................. 39
   AUTO-REBALANCING...................................................................... 39
   SCHEDULED TRANSACTIONS................................................................ 40
   VOTING RIGHTS......................................................................... 40
   SUBSTITUTION.......................................................................... 40

 SECTION 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE? (ANNUITIZATION) 40

   PAYMENT PROVISIONS.................................................................... 40
   PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT...................... 41
     OPTION 1: ANNUITY PAYMENTS FOR A FIXED PERIOD....................................... 41
     OPTION 2: LIFE ANNUITY WITH 120 PAYMENTS (10 YEARS) CERTAIN......................... 41
     OPTION 3: INTEREST PAYMENT OPTION................................................... 41
     OTHER ANNUITY OPTIONS............................................................... 41
   TAX CONSIDERATIONS.................................................................... 41
   GUARANTEED MINIMUM INCOME BENEFIT..................................................... 41
     GMIB OPTION 1 - SINGLE LIFE PAYOUT OPTION........................................... 42
     GMIB OPTION 2 - JOINT LIFE PAYOUT OPTION............................................ 42
   HOW WE DETERMINE ANNUITY PAYMENTS..................................................... 43

 SECTION 4: WHAT IS THE DEATH BENEFIT?................................................... 44

   BENEFICIARY........................................................................... 44
   CALCULATION OF THE DEATH BENEFIT...................................................... 44
   GUARANTEED MINIMUM DEATH BENEFIT...................................................... 44
     GMDB ROLL-UP........................................................................ 45
     GMDB STEP-UP........................................................................ 45
   SPECIAL RULES IF JOINT OWNERS......................................................... 45
   PAYOUT OPTIONS........................................................................ 46
   BENEFICIARY CONTINUATION OPTION....................................................... 46
   EARNINGS APPRECIATOR BENEFIT.......................................................... 48
   SPOUSAL CONTINUANCE OPTION............................................................ 49

 SECTION 5: WHAT IS THE LIFETIME FIVE/SM/ INCOME BENEFIT?................................ 50

   LIFETIME FIVE INCOME BENEFIT.......................................................... 50

 SECTION 6: HOW CAN I PURCHASE A STRATEGIC PARTNERS PLUS CONTRACT?....................... 55

   PURCHASE PAYMENTS..................................................................... 55
   ALLOCATION OF PURCHASE PAYMENTS....................................................... 56
   CREDITS............................................................................... 56
   CALCULATING CONTRACT VALUE............................................................ 57



                                      3





                                                                                     

 SECTION 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS CONTRACT?  58

   INSURANCE AND ADMINISTRATIVE CHARGES................................................  58
   WITHDRAWAL CHARGE...................................................................  59
   WAIVER OF WITHDRAWAL CHARGES FOR CRITICAL CARE......................................  60
   REQUIRED MINIMUM DISTRIBUTIONS......................................................  60
   CONTRACT MAINTENANCE CHARGE.........................................................  60
   GUARANTEED MINIMUM INCOME BENEFIT CHARGE............................................  60
   EARNINGS APPRECIATOR BENEFIT CHARGE.................................................  60
   BENEFICIARY CONTINUATION OPTION CHARGES.............................................  61
   TAXES ATTRIBUTABLE TO PREMIUM.......................................................  61
   TRANSFER FEE........................................................................  61
   COMPANY TAXES.......................................................................  61
   UNDERLYING MUTUAL FUND FEES.........................................................  62

 SECTION 8: HOW CAN I ACCESS MY MONEY?.................................................  62

   WITHDRAWALS DURING THE ACCUMULATION PHASE...........................................  62
   AUTOMATED WITHDRAWALS...............................................................  62

 SECTION 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS
   CONTRACT?...........................................................................  62

   CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT PLANS)...  63
   CONTRACTS HELD BY TAX-FAVORED PLANS.................................................  66

 SECTION 10: OTHER INFORMATION.........................................................  69

   PRUCO LIFE INSURANCE COMPANY........................................................  69
   THE SEPARATE ACCOUNT................................................................  69
   SALE AND DISTRIBUTION OF THE CONTRACT...............................................  69
   LITIGATION..........................................................................  70
   ASSIGNMENT..........................................................................  71
   FINANCIAL STATEMENTS................................................................  71
   STATEMENT OF ADDITIONAL INFORMATION.................................................  71
   HOUSEHOLDING........................................................................  71

APPENDIX A - ACCUMULATION UNIT VALUES.................................................. A-1

APPENDIX B - CALCULATION OF EARNINGS APPRECIATOR BENEFIT............................... B-1

APPENDIX C - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU....................... C-1



                                      4



  PART I SUMMARY
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS PLUS PROSPECTUS

                                      5



              PART I: STRATEGIC PARTNERS PLUS PROSPECTUS SUMMARY

 GLOSSARY

 We have tried to make this prospectus as easy to read and understand as
 possible. By the nature of the contract, however, certain technical words or
 terms are unavoidable. We have identified the following as some of these words
 or terms.

 Accumulation Phase
 The period that begins with the contract date (which we define below) and ends
 when you start receiving income payments, or earlier if the contract is
 terminated through a full withdrawal or payment of a death benefit.

 Adjusted Contract Value
 When you begin receiving income payments, the value of your contract minus any
 charge we impose for premium taxes and withdrawal charges.

 Adjusted Purchase Payment
 Your invested purchase payment is adjusted for any subsequent withdrawals. The
 adjusted purchase payment is used only for calculations of the Earnings
 Appreciator Benefit.

 Annual Income Amount
 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as the annuitant lives. The Annual Income Amount is
 set initially as a percentage of the Protected Withdrawal Value, but will be
 adjusted to reflect subsequent purchase payments, withdrawals, and any step-up.

 Annual Withdrawal Amount
 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as there is Protected Withdrawal Value remaining.
 The Annual Withdrawal Amount is set initially to equal 7% of the initial
 Protected Withdrawal Value, but will be adjusted to reflect subsequent
 purchase payments, withdrawals, and any step-up.

 Annuitant
 The person whose life determines the amount of income payments that we will
 pay. If the annuitant dies before the annuity date, the co-annuitant (if any)
 becomes the annuitant if the contract's requirements for changing the annuity
 date are met. If, upon the death of the annuitant, there is no surviving
 eligible co-annuitant, and the owner is not the annuitant, then the owner
 becomes the annuitant.


 Generally, if an annuity is owned by an entity and the entity has named a
 co-annuitant, the co-annuitant will become the annuitant upon the death of the
 annuitant, and no death benefit is payable. Unless we agree otherwise, the
 contract is eligible to have a co-annuitant designation only if the entity
 that owns the contract is (1) a plan described in Internal Revenue Code
 Section 72(s)(5)(A)(i) (or any successor Code section thereto); or (2) a
 custodial account established pursuant to the provisions in Code
 Section 408(a) (or any successor Code section thereto) ("Custodial Account").

 Where the contract is held by a Custodial Account, the co-annuitant will not
 automatically become the annuitant upon the death of the annuitant. Upon the
 death of the annuitant, the Custodial Account will have the choice, subject to
 our rules, to either elect to receive the death benefit or elect to continue
 the contract. If the contract is continued, then the Contract Value as of the
 date of due proof of death of the annuitant will reflect the amount that would
 have been payable had a death benefit been paid.


 Annuity Date
 The date when income payments are scheduled to begin. You must have our
 permission to change the annuity date. If the co-annuitant becomes the
 annuitant due to the death of the annuitant, and the co-annuitant is older
 than the annuitant, then the annuity date will be based on the age of the
 co-annuitant, provided that the contract's requirements for changing the
 annuity date are met (e.g., the co-annuitant cannot be older than a specified
 age). If the co-annuitant is younger than the annuitant, then the annuity date
 will remain unchanged.

 Beneficiary
 The person(s) or entity you have chosen to receive a death benefit.

 Business Day
 A day on which the New York Stock Exchange is open for business. Our business
 day generally ends at 4:00 p.m. Eastern time.

                                      6



 Co-Annuitant
 The person shown on the contract data pages who becomes the annuitant (if
 eligible) upon the death of the annuitant if the contract's requirements for
 changing the annuity date are met.

 Contract Date
 The date we accept your initial purchase payment and all necessary paperwork
 in good order at the Prudential Annuity Service Center. Contract anniversaries
 are measured from the contract date. A contract year starts on the contract
 date or on a contract anniversary.

 Contract Owner, Owner, or You
 The person entitled to the ownership rights under the contract.

 Contract Value
 This is the total value of your contract, equal to the sum of the values of
 your investment in each investment option you have chosen. Your Contract Value
 will go up or down based on the performance of the investment options you
 choose.

 Contract with Credit
 A version of the annuity contract that provides for a bonus credit with each
 purchase payment that you make and has higher withdrawal charges and (with
 respect to the later version of the contract) higher insurance and
 administrative costs than the Contract Without Credit.

 Contract without Credit
 A version of the annuity contract that does not provide a credit and has lower
 withdrawal charges than the Contract With Credit and (with respect to the
 later version of the Contract With Credit) lower insurance and administrative
 costs.

 Credit
 If you choose the Contract With Credit, this is the bonus amount that we
 allocate to your account each time you make a purchase payment. The amount of
 the credit is a percentage of the purchase payment. Under one version of the
 Contract With Credit, the credit is subject to a vesting schedule, which means
 that if you withdraw all or part of a purchase payment within a certain
 period, or you begin the income phase or we pay a death benefit during that
 period, we may take back all or part of the credit. Under another version of
 the Contract With Credit, bonus credits generally are not recaptured once the
 free look period expires. Our reference in the preceding sentence to
 "generally are not recaptured" refers to the fact that we have the contractual
 right to deduct, from the death benefit we pay, the amount of any credit
 corresponding to a purchase payment made within one year before death. We have
 the ability to recapture such credits under both versions of the Contract With
 Credit. See Section 6, "How Can I Purchase A Strategic Partners Plus Contract?"

 Death Benefit
 If a death benefit is payable, the beneficiary you designate will receive, at
 a minimum, the total invested purchase payments, reduced proportionally by
 withdrawals, or a potentially greater amount related to market appreciation.
 The Guaranteed Minimum Death Benefit is available for an additional charge.
 See Section 4, "What Is the Death Benefit?"

 Dollar Cost Averaging Fixed Rate Option (DCA Fixed Rate Option)
 An investment option that offers a fixed rate of interest for a selected
 period during which periodic transfers are automatically made to selected
 variable investment options.

 Earnings Appreciator Benefit (EAB)
 An optional feature available for an additional charge that may provide a
 supplemental death benefit based on earnings under the contract.

 Fixed Interest Rate Options
 Under the Contract Without Credit, these are investment options that offer a
 fixed rate of interest for either a one-year period (fixed rate option) or a
 selected period during which periodic transfers are made to selected variable
 investment options.

 Good Order
 An instruction received at the Prudential Annuity Service Center, utilizing
 such forms, signatures and dating as we require, which is sufficiently clear
 that we do not need to exercise any discretion to follow such instructions.

 Guaranteed Minimum Death Benefit (GMDB)
 An optional feature available for an additional charge that guarantees that
 the death benefit that the beneficiary receives will be no less than a certain
 GMDB protected value.

                                      7



 GLOSSARY continued


 GMDB Protected Value
 The amount guaranteed under the Guaranteed Minimum Death Benefit, which may
 equal the GMDB roll-up value, the GMDB step-value, or the greater of the two.
 The GMDB protected value will be subject to certain age restrictions and time
 durations, however, it will still increase by subsequent invested purchase
 payments and reduce proportionally by withdrawals.

 GMDB Roll-Up
 We use the GMDB roll-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. The GMDB roll-up is equal to the invested
 purchase payments compounded daily at an effective annual interest rate
 starting on the date that each invested purchase payment is made, subject to a
 cap, and reduced proportionally by withdrawals.

 GMDB Step-Up
 We use the GMDB step-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. Generally speaking, the GMDB step-up
 establishes a "high water mark" of protected value that we would pay upon
 death, even if the Contract Value has declined. For example, if the GMDB
 step-up were set at $100,000 on a contract anniversary, and the Contract Value
 subsequently declined to $80,000 on the date of death, the GMDB step-up value
 would nonetheless remain $100,000 (assuming no additional purchase payments or
 withdrawals).

 Guaranteed Minimum Income Benefit (GMIB)
 An optional feature available for an additional charge that guarantees that
 the income payments you receive during the income phase will be no less than a
 certain GMIB protected value applied to the GMIB guaranteed annuity purchase
 rates.

 GMIB Protected Value
 We use the GMIB protected value to calculate annuity payments should you
 annuitize under the Guaranteed Minimum Income Benefit. The value is calculated
 daily and is equal to the GMIB roll-up, until the GMIB roll-up either reaches
 its cap or if we stop applying the annual interest rate based on the age of
 the annuitant or number of contract anniversaries. At such point, the GMIB
 protected value will be increased by any subsequent invested purchase
 payments, and any withdrawals will proportionally reduce the GMIB protected
 value. The GMIB protected value is not available as a cash surrender benefit
 or a death benefit, nor is it used to calculate the cash surrender value or
 death benefit.

 Income Options
 Options under the contract that define the frequency and duration of income
 payments. In your contract, we also refer to these as payout or annuity
 options.

 Income Phase
 The period during which you receive income payments under the contract.

 Invested Purchase Payments
 Your purchase payments (which we define below) less any deduction we make for
 any tax charge.

 Joint Owner
 The person named as the joint owner, who shares ownership rights with the
 owner as defined in the contract. A joint owner must be a natural person.

 Lifetime Five Income Benefit
 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. There are two options--one is designed to
 provide an annual withdrawal amount for life and the other is designed to
 provide a greater annual withdrawal amount (than the first option) as long as
 there is Protected Withdrawal Value.

 Net Purchase Payments
 Your total purchase payments less any withdrawals you have made.

 Proportional Withdrawals
 A method that involves calculating the percentage of your Contract Value that
 each prior withdrawal represented when withdrawn. Proportional withdrawals
 result in a reduction to the applicable benefit value by reducing such value
 in the same proportion as the Contract Value was reduced by the withdrawal as
 of the date the withdrawal occurred.

                                      8



 Protected Withdrawal Value
 Under the Lifetime Five Income Benefit, an amount that we guarantee regardless
 of the investment performance of your Contract Value. Please refer to
 Section 5 for more information on how the Protected Withdrawal Value is
 determined.

 Prudential Annuity Service Center

 For general correspondence: P.O. Box 7960, Philadelphia, PA 19176. For express
 overnight mail: 2101 Welsh Road, Dresher, PA 19025. The telephone number is
 (888) PRU-2888. Prudential's Web Site is www.prudential.com.


 Purchase Payments
 The amount of money you pay us to purchase the contract. Generally, you can
 make additional purchase payments at any time during the accumulation phase.

 Separate Account
 Purchase payments allocated to the variable investment options are held by us
 in a separate account called the Pruco Life Flexible Premium Variable Annuity
 Account. The separate account is set apart from all of the general assets of
 Pruco Life.

 Statement of Additional Information
 A document containing certain additional information about the Strategic
 Partners Plus variable annuity. We have filed the Statement of Additional
 Information with the Securities and Exchange Commission and it is legally a
 part of this prospectus. To learn how to obtain a copy of the Statement of
 Additional Information, see the front cover of this prospectus.

 Tax Deferral
 This is a way to increase your assets without currently being taxed.
 Generally, you do not pay taxes on your contract earnings until you take money
 out of your contract. You should be aware that tax favored plans (such as
 IRAs) already provide tax deferral regardless of whether they invest in
 annuity contracts. See Section 9, "What Are The Tax Considerations Associated
 With The Strategic Partners Plus Contract?"

 Variable Investment Option
 When you choose a variable investment option, we purchase shares of the
 underlying mutual fund that are held as an investment for that option. We hold
 these shares in the separate account. The division of the separate account of
 Pruco Life that invests in a particular mutual fund is referred to in your
 contract as a subaccount.

                                      9



 SUMMARY FOR SECTIONS 1-10

 For a more complete discussion of the following topics, see the corresponding
 section in
 Part II of the prospectus.

 SECTION 1
 What Is The Strategic Partners Plus Variable Annuity?
 The Strategic Partners Plus variable annuity is a contract between you, the
 owner, and us, the insurance company, Pruco Life Insurance Company (Pruco
 Life, we or us). The contract allows you to invest on a tax-deferred basis in
 variable investment options and if you choose the Contract Without Credit,
 fixed interest rate options. The contract is intended for retirement savings
 or other long-term investment purposes and provides for a death benefit.
 There are two basic versions of the Strategic Partners Plus variable annuity
 discussed in this prospectus.

 Contract With Credit.

..   provides for a bonus credit that we add to each purchase payment that you
    make,
..   has higher withdrawal charges than the Contract Without Credit,
..   the version of the contract under which bonus credits generally are not
    recaptured after the free look period has higher insurance and
    administrative charges than the Contract Without Credit,
..   has no fixed interest rate investment options available,
..   comes in one version under which bonus credits generally are not recaptured
    once the free look period expires, and another version under which bonus
    credits vest over a period of several years. Once a State has approved the
    former version, we will cease offering the later version, and
..   Under the Contract With Credit under which bonus credits generally are not
    recaptured once the free look period expires, we have the contractual right
    to deduct, from the death benefit we pay, the amount of any credit
    corresponding to a purchase payment made within one year before death.

 Contract Without Credit.

..   does not provide a credit,
..   has lower withdrawal charges than the Contract With Credit.
..   has lower insurance and administrative costs than the Contract With Credit
    under which the bonus credits generally are not recaptured after the free
    look period,
..   offers two fixed interest rate investment options: a one-year fixed rate
    option and a dollar cost averaging fixed rate option.


 Beginning in 2002, we started offering a version of both the Contract Without
 Credit and the Contract With Credit that differ from the previously-issued
 contracts with regard to maximum issue age, maximum annuitization age, Spousal
 Continuance Option, credit amount, contract maintenance charge, and minimum
 guaranteed interest rate. This subsequent version of the Strategic Partners
 Plus contract is described in a different prospectus.


 The variable investment options available under the contract offer the
 opportunity for a favorable return. However, this is NOT guaranteed. It is
 possible, due to market changes, that your investments may decrease in value,
 including an investment in the Prudential Money Market Portfolio variable
 investment option.

 The fixed interest rate options available under the Contract Without Credit
 offer a guaranteed interest rate. While your money is allocated to one of
 these options, your principal amount will not decrease and we guarantee that
 your money will earn at least the annual minimum interest rate dictated by
 applicable state law.

 You may make up to 12 free transfers each contract year among the investment
 options. For the Contract Without Credit, certain restrictions apply to
 transfers involving the fixed interest rate options.

 The contract, like all deferred annuity contracts, has two phases: the
 accumulation phase and the income phase.

..   During the accumulation phase, any earnings grow on a tax-deferred basis
    and are generally only taxed as income when you make a withdrawal.
..   The income phase starts when you begin receiving regular payments from your
    contract.

 The amount of money you are able to accumulate in your contract during the
 accumulation phase will help determine the amount you will receive during the
 income phase. Other factors will affect the amount of your payments, such as
 age, gender, and the payout option you select.

                                      10



 The contract offers a choice of income and death benefit options, which may
 also be available to you.

 There are certain state variations to this contract that are referred to in
 this prospectus. Please see your contract for further information on these and
 other variations.

 We may amend the contract as permitted by law. For example, we may add new
 features to the contract. Subject to applicable law, we determine whether or
 not to make such contract amendments available to contracts that already have
 been issued.

 If you change your mind about owning Strategic Partners Plus, you may cancel
 your contract within 10 days after receiving it (or whatever period is
 required under applicable law). This time period is referred to as the "Free
 Look" period.

 SECTION 2
 What Investment Options Can I Choose?
 You can invest your money in several variable investment options. The variable
 investment options are classified according to their investment style, and a
 brief description of each portfolio's investment objective and key policies is
 set forth in Section 2, to assist you in determining which portfolios may be
 of interest to you.

 Depending upon market conditions, you may earn or lose money in any of these
 options. The value of your contract will fluctuate depending upon the
 performance of the underlying mutual fund portfolios used by the variable
 investment options that you choose. Past performance is not a guarantee of
 future results.

 Under the Contract Without Credit, you may also invest your money in fixed
 interest rate options.

 SECTION 3
 What Kind Of Payments Will I Receive During The Income Phase? (Annuitization)
 If you want to receive regular income from your annuity, you can choose one of
 several options, including guaranteed payments for the annuitant's lifetime.
 Generally, once you begin receiving regular payments, you cannot change your
 payment plan.

 For an additional fee, you may also choose, if it is available under your
 contract, the Guaranteed Minimum Income Benefit (GMIB). The Guaranteed Minimum
 Income Benefit provides that once the income period begins, your income
 payments will be no less than a value that is based on a certain "GMIB
 protected value" applied to the GMIB guaranteed annuity purchase rates. See
 Section 3, "What Kind Of Payments Will I Receive During The Income Phase?"

 The Lifetime Five Income Benefit (discussed in Section 5) may provide an
 additional amount upon which your annuity payments are based.

 SECTION 4
 What Is The Death Benefit?
 In general, if the sole owner, or last surviving of the owner and joint owner,
 dies before the income phase of the contract begins, the person(s) or entity
 that you have chosen as your beneficiary will receive, at a minimum, the
 greater of (i) the Contract Value, (ii) either the base death benefit or, for
 a higher insurance charge, a potentially larger Guaranteed Minimum Death
 Benefit (GMDB).

 The base death benefit equals the total invested purchase payments reduced
 proportionally by withdrawals. The Guaranteed Minimum Death Benefit is equal
 to a "GMDB protected value" that depends upon which of the following
 Guaranteed Minimum Death Benefit options you choose:

..   the highest value of the contract on any contract anniversary, which we
    call the "GMDB step-up value";
..   the total amount you invest increased by a guaranteed rate of return, which
    we call the "GMDB roll-up value"; or
..   the greater of the GMDB step-up value and GMDB roll-up value.


 On the date we receive proof of death in good order, in lieu of paying a death
 benefit, we will allow the surviving spouse to continue the contract by
 exercising the Spousal Continuance Option, if the conditions that we describe,
 in Section 4, are met.


 For an additional fee, you may also choose, if it is available under your
 contract, the Earnings Appreciator supplemental death benefit which provides a
 benefit payment upon the death of the sole owner, or last surviving of the
 owner and joint owner, during the accumulation phase.

                                      11



 SUMMARY FOR SECTIONS 1-10 continued


 SECTION 5
 What Is The Lifetime Five/SM/ Income Benefit?
 The Lifetime Five Income Benefit is an optional feature that guarantees your
 ability to withdraw an amount equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amounts of withdrawals. There are two options--one is designed to
 provide an annual withdrawal amount for life (the "Life Income Benefit"), and
 the other is designed to provide a greater annual withdrawal amount (than the
 first option), as long as there is Protected Withdrawal Value (adjusted, as
 described in Section 5) (the "Withdrawal Benefit"). The annuitant must be at
 least 45 years old when the Lifetime Five Income Benefit is elected.

 The charge for the Lifetime Five Income Benefit is a daily fee equal on an
 annual basis to 0.60% of the Contract Value allocated to the variable
 investment options. This charge is in addition to the charge for the
 applicable death benefit.

 SECTION 6
 How Can I Purchase A Strategic Partners Plus Contract?
 You can purchase this contract, unless we agree otherwise and subject to our
 rules, with a minimum initial purchase payment of $10,000. You must get our
 prior approval for any initial and additional purchase payment of $1,000,000
 or more, unless we are prohibited under applicable state law from insisting on
 such prior approval. Generally, you can make additional purchase payments of
 $1,000 ($100 if made through electronic funds transfer) or more at any time
 during the accumulation phase of the contract. Your representative can help
 you fill out the proper forms. The Contract With Credit provides for the
 allocation of a credit with each purchase payment.

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger (or age 80 depending on the
 version of the contract) on the contract date. In addition, certain age limits
 apply to certain features and benefits described herein.

 SECTION 7
 What Are The Expenses Associated With The Strategic Partners Plus Contract?
 The contract has insurance features and investment features, both of which
 have related costs and charges.

..   Each year (or upon full surrender) we deduct a contract maintenance charge.
    For the original version of the contract, if your Contract Value is $50,000
    or more, we do not deduct such a charge. If your Contract Value is less
    than $50,000, we deduct a charge equal to the lesser of $30 or 2% of your
    Contract Value. For the later version of the contract, we deduct a contract
    maintenance charge of $35 if your Contract Value is less than $75,000 (or
    2% of your Contract Value, if that amount is less than $35).
..   For insurance and administrative costs, we also deduct a daily charge based
    on the average daily value of all assets allocated to the variable
    investment options, depending on the death benefit (or other) option that
    you choose. The daily cost is equivalent to an annual charge as follows:

    -- 1.40% if you choose the base death benefit,
    -- 1.60% if you choose the roll-up or step-up Guaranteed Minimum Death
       Benefit option (i.e., 0.20% in addition to the base death benefit
       charge), or
    -- 1.70% if you choose the greater of the roll-up and step-up Guaranteed
       Minimum Death Benefit option (i.e., 0.30% in addition to the base death
       benefit charge), or

    -- 0.60% if you choose the Lifetime Five Income Benefit (1.50% maximum
       charge). This charge is in addition to the charge for the applicable
       death benefit.


..   We will deduct an additional charge under the version of the Contract With
    Credit under which bonus credits generally are not recaptured once the free
    look period expires. The charge for this feature is equal to 0.10% annually.
..   We will deduct an additional charge if you choose the Guaranteed Minimum
    Income Benefit. We deduct this annual charge from your Contract Value on
    the contract anniversary and upon certain other events. The charge for this
    benefit is equal to 0.25% of the average GMIB protected value. In the
    future, we may also offer other options, for which different charges may
    apply (1.00% maximum charge).
..   We will deduct an additional charge if you choose the Earnings Appreciator
    supplemental death benefit. We deduct this charge from your Contract Value
    on the contract anniversary and upon certain other events. The charge for
    this benefit is based on an annual rate of 0.15% of your Contract Value if
    you have also selected the Guaranteed Minimum Death Benefit option (0.20%
    if you have not selected the Guaranteed Minimum Death Benefit Option).
..   There are a few states/jurisdictions that assess a premium tax on us when
    you begin receiving regular income payments from your annuity. In those
    states, we deduct a charge designed to approximate this tax, which can
    range from 0-3.5% of your Contract Value.

                                      12




..   There are also expenses associated with the mutual funds. For 2006, the
    fees of these funds ranged from 0.37% % to 1.19% annually. For certain
    funds, expenses are reduced pursuant to expense waivers and comparable
    arrangements. In general, these expense waivers and comparable arrangements
    are not guaranteed, and may be terminated at any time.

..   If you withdraw money (or you begin the income phase) less than:
    -- nine contract anniversaries after the purchase payment, if you purchase
       the Contract With Credit under which bonus credits vest over a seven
       year period, or
    -- seven contract anniversaries after the purchase payment, if you purchase
       the Contract Without Credit, then you may have to pay a withdrawal
       charge on all or part of the withdrawal. This charge ranges from 1-7%.
       For the version of the Contract With Credit under which bonus credits
       generally are not recaptured once the free look period expires, a
       withdrawal charge applies at any time prior to the seventh contract
       anniversary after a purchase payment was made, which ranges from 5-8%.

 For more information, including details about other possible charges under the
 contract, see "Summary Of Contract Expenses" and Section 7, "What Are The
 Expenses Associated With The Strategic Partners Plus Contract?"

 SECTION 8
 How Can I Access My Money?
 You may withdraw money at any time during the accumulation phase. You may,
 however, be subject to income tax and, if you make a withdrawal prior to age
 59 1/2, an additional tax penalty as well. If you withdraw money less than
 nine years (for the Contract With Credit under which bonus credits vest over a
 seven year period) or seven years (for the Contract Without Credit) after
 making a purchase payment, we may impose a withdrawal charge. For the Contract
 With Credit under which bonus credits generally are not recaptured once the
 free look period expires, a withdrawal charge applies during the first seven
 contract years after a purchase payment was made, which ranges from 5-8%. In
 addition, if you purchase a Contract With Credit, we may take back any credit
 that has not vested that corresponds to the purchase payment(s) you withdraw.

 We offer optional benefits called the Lifetime Five Income Benefit, under
 which we guarantee that certain amounts will be available to you for
 withdrawal, regardless of market-related declines in your Contract Value. You
 need not participate in this benefit in order to withdraw some or all of your
 money.

 SECTION 9
 What Are The Tax Considerations Associated With The Strategic Partners Plus
 Contract?
 Your earnings are generally not taxed until withdrawn. If you withdraw money
 during the accumulation phase, the tax laws treat the withdrawal as first a
 withdrawal of earnings, which are taxed as ordinary income. If you are younger
 than age 59 1/2 when you take money out, you may be charged a 10% federal tax
 penalty on the earnings in addition to ordinary taxation. A portion of the
 payments you receive during the income phase is considered a partial return of
 your original investment and therefore will not be taxable as income.
 Generally, all amounts withdrawn from an Individual Retirement Annuity (IRA)
 contract (excluding Roth IRAs) are taxable and subject to the 10% penalty if
 withdrawn prior to age 59 1/2.

 SECTION 10
 Other Information
 This contract is issued by Pruco Life Insurance Company (Pruco Life), a
 subsidiary of The Prudential Insurance Company of America, and sold by
 registered representatives of affiliated and unaffiliated broker/dealers.

                                      13



 SUMMARY OF CONTRACT EXPENSES

 THE PURPOSE OF THIS SUMMARY IS TO HELP YOU TO UNDERSTAND THE COSTS YOU WILL
 PAY FOR STRATEGIC PARTNERS PLUS. THE FOLLOWING TABLES DESCRIBE THE FEES AND
 EXPENSES THAT YOU WILL PAY WHEN BUYING, OWNING, AND SURRENDERING THE CONTRACT.
 THE FIRST TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME
 THAT YOU BUY THE CONTRACT, SURRENDER THE CONTRACT, OR TRANSFER CASH VALUE
 BETWEEN INVESTMENT OPTIONS.

 For more detailed information, including additional information about current
 and maximum charges, see Section 7, "What Are The Expenses Associated With The
 Strategic Partners Plus Contract?" The individual fund prospectuses contain
 detailed expense information about the underlying mutual funds.



- ---------------------------------------------------------------------------------------------------------------------
                                      CONTRACT OWNER TRANSACTION EXPENSES
- ---------------------------------------------------------------------------------------------------------------------
                                             WITHDRAWAL CHARGE /1/
- ---------------------------------------------------------------------------------------------------------------------
                                                       Contract With Credit (Bonus
Number of Contract     Contract With Credit (Bonus        Credits Generally Not
Anniversaries Since   Credits Vest Over Seven Year    Recapturable After Expiration
 Purchase Payment                Period)                  of Free Look Period)           Contract Without Credit
- ---------------------------------------------------------------------------------------------------------------------
                                                                             
         0                         7%                              8%                              7%
- ---------------------------------------------------------------------------------------------------------------------
         1                         7%                              8%                              6%
- ---------------------------------------------------------------------------------------------------------------------
         2                         7%                              8%                              5%
- ---------------------------------------------------------------------------------------------------------------------
         3                         6%                              8%                              4%
- ---------------------------------------------------------------------------------------------------------------------
         4                         5%                              7%                              3%
- ---------------------------------------------------------------------------------------------------------------------
         5                         4%                              6%                              2%
- ---------------------------------------------------------------------------------------------------------------------
         6                         3%                              5%                              1%
- ---------------------------------------------------------------------------------------------------------------------
         7                         2%                              0%                              0%
- ---------------------------------------------------------------------------------------------------------------------
         8                         1%                              0%                              0%
- ---------------------------------------------------------------------------------------------------------------------
         9                         0%                              0%                              0%
- ---------------------------------------------------------------------------------------------------------------------





 -------------------------------------------------------------------------------
                             MAXIMUM TRANSFER FEE
 -------------------------------------------------------------------------------
                                      
 Each transfer after 12 /2/                             $25.00
 -------------------------------------------------------------------------------
 Each transfer after 20 (Beneficiary                    $10.00
 Continuation Option only)
 -------------------------------------------------------------------------------
 Charge for premium tax imposed on us        Up to 3.5% of Contract Value
 by certain States/Jurisdictions
 -------------------------------------------------------------------------------



 1  Each contract year, you may withdraw a specified amount of your Contract
    Value without incurring a withdrawal charge. We will waive the withdrawal
    charge if we pay a death benefit or under certain other circumstances. See
    "Withdrawal Charge" in Section 7. In certain states reduced withdrawal
    charges may apply under the Contract With Credit. Your contract contains
    the applicable charges.
 2  Currently we charge $25 for each transfer after the twelfth in a contract
    year. As shown in the table, we can increase that charge up to a maximum of
    $30, but have no current intention to do so. We will not charge you for
    transfers made in connection with Dollar Cost Averaging and
    Auto-Rebalancing and do not count them toward the limit of 12 free
    transfers per year. There is a unique transfer fee under the Beneficiary
    Continuation Option.

                                      14



 The next table describes the fees and expenses you will pay periodically
 during the time that you own the contract, not including underlying mutual
 fund fees and expenses.




                   -------------------------------------------
                          PERIODIC ACCOUNT EXPENSES
                   -------------------------------------------
                                      
                   Maximum Contract            $60.00
                   Maintenance Charge
                   and Contract Charge
                   Upon Full
                   Withdrawal /3/
                   -------------------------------------------
                   Maximum Annual        lesser of $30 or 2%
                   Contract Fee           of Contract Value
                   If Contract Value
                   is less than
                   $25,000
                   (Beneficiary
                   Continuation Option
                   only)
                   -------------------------------------------
                    INSURANCE AND ADMINISTRATIVE EXPENSES
                   -------------------------------------------
                   As a Percentage of
                   Contract Value in
                   Variable Investment
                   Options except as
                   indicated:
                   -------------------------------------------








- -----------------------------------------------------------------------------------
                     Contract With Credit
                       (bonus credits
                        generally not     Contract With Credit
                     recapturable after     (version under
                     expiration of free   which bonus credits   Contract Without
                        look period)      vest over 7 years)         Credit
- -----------------------------------------------------------------------------------
                                                      
Maximum charge for          1.50%                1.50%                1.50%
Lifetime Five /4/
- -----------------------------------------------------------------------------------
Lifetime Five               0.60%                0.60%                0.60%
Income
Benefit (current
charge)
- -----------------------------------------------------------------------------------
Base Death Benefit          1.50%                1.40%                1.40%
- -----------------------------------------------------------------------------------
Guaranteed Minimum          1.70%                1.60%                1.60%
Death Benefit
Option - Roll-Up or
Step-Up
- -----------------------------------------------------------------------------------
Guaranteed Minimum          1.80%                1.70%                1.70%
Death Benefit
Option - Greater of
Roll-Up or Step-Up
- -----------------------------------------------------------------------------------
Maximum Annual              1.00%                1.00%                1.00%
Guaranteed Minimum
Income Benefit
Charge and Charge
Upon Certain
Withdrawals - as a
percentage of
average GMIB
Protected Value /5/
- -----------------------------------------------------------------------------------
Annual Guaranteed           0.25%                0.25%                0.25%
Minimum Income
Benefit Charge and
Charge Upon Certain
Withdrawals - as a
percentage of
average GMIB
Protected Value
(current charge)
- -----------------------------------------------------------------------------------
Annual Earnings       0.20% of Contract    0.20% of Contract    0.20% of Contract
Appreciator Benefit    Value (0.15% if      Value (0.15% if      Value (0.15% if
Charge and Charge    Guaranteed Minimum   Guaranteed Minimum   Guaranteed Minimum
Upon Certain            Death Benefit        Death Benefit        Death Benefit
Transactions /6/ as    option is also       option is also       option is also
a Percentage of           selected)            selected)            selected)
Contract Value
- -----------------------------------------------------------------------------------
Settlement Service          1.00%                1.00%                1.00%
Charge /7/ (if the
Owner's beneficiary
elects the
Beneficiary
Continuation Option)
- -----------------------------------------------------------------------------------



 3  As shown in the table above, we have the right to assess a fee of up to $60
    annually and at the time of full withdrawal. For the original version of
    the contract, if your Contract Value is $50,000 or more, we do not deduct
    such a charge. If your Contract Value is less than $50,000, we deduct a
    charge equal to $30 or, if your Contract Value is less than $1,500, equal
    to 2% of your Contract Value. Under the most recent version of the
    contract, we assess a fee of $35 against contracts valued less than $75,000
    (or 2% of Contract Value, if less).

 4  We have the right to increase the charge for this benefit up to the 1.50%
    maximum upon a step-up, or for a new election of the benefit. However, we
    have no present intention of increasing the charge for this benefit to that
    maximum level.

 5  We impose this charge only if you choose the Guaranteed Minimum Income
    Benefit. This charge is equal to 0.25% of the average GMIB protected value.
    Subject to certain age restrictions, the roll-up value is the total of all
    invested purchase payments compounded daily at an effective annual rate of
    5%, subject to a cap of 200% of all invested purchase payments. Both the
    roll-up value and the cap are reduced proportionally by withdrawals. We
    assess this

                                      15



 SUMMARY OF CONTRACT EXPENSES continued

    fee each contract anniversary and when you begin the income phase of your
    contract. We also assess this fee if you make a full withdrawal, but
    prorate the fee based on the portion of the contract year that has elapsed
    since the full annual fee was most recently deducted. If you make a partial
    withdrawal, we will assess the prorated fee if the remaining Contract Value
    after the withdrawal would be less than the amount of the prorated fee;
    otherwise we will not assess the fee at that time. We reserve the right to
    increase the charge to the maximum indicted upon any new election of the
    benefit.
 6  We impose this charge only if you choose the Earnings Appreciator death
    benefit. The charge for this benefit is based on an annual rate of 0.15% of
    your Contract Value if you have also selected a Guaranteed Minimum Death
    Benefit option (0.20% if you have not selected a Guaranteed Minimum Death
    Benefit option). We deduct this charge annually. We also deduct this charge
    if you make a full withdrawal or enter the income phase of your contract,
    or if a death benefit is payable, but prorate the fee to reflect a partial
    rather than full year. If you make a partial withdrawal, we will deduct the
    prorated fee if the remaining Contract Value after the withdrawal would be
    less than the amount of the prorated fee; otherwise we will not deduct the
    fee at that time. The fee is also calculated when you make any purchase
    payment or withdrawal but we do not deduct it until the next deduction date.
 7  The other Insurance and Administrative Expense Charges do not apply if you
    are a beneficiary under the Beneficiary Continuation Option. Instead, the
    Settlement Service Charge set forth here applies, if your beneficiary
    elects the Beneficiary Continuation Option. The 1.00% charge is an annual
    charge that is assessed daily against the assets in the variable investment
    options.



                     --------------------------------------
                      TOTAL ANNUAL MUTUAL FUND OPERATING
                                   EXPENSES
                     --------------------------------------
                     

 The next item shows the minimum and maximum total operating expenses (expenses
 that are deducted from underlying mutual fund assets, including management
 fees, distribution and/or service (12b-1) fees, and other expenses) charged by
 the underlying mutual funds that you may pay periodically during the time that
 you own the contract. More detail concerning each underlying mutual fund's
 fees and expenses is contained below and in the prospectus for each underlying
 mutual fund. The minimum and maximum total operating expenses depicted below
 are based on historical fund expenses for the year ended December 31, 2006.
 Fund expenses are not fixed or guaranteed by the Strategic Partners Plus
 contract, and may vary from year to year.




- --------------------------------------------------------------------------------------------------------------------
                                                      MINIMUM                                MAXIMUM
- --------------------------------------------------------------------------------------------------------------------
                                                                        
Total Annual Underlying Mutual Fund                    0.37%                                  1.19%
  Operating Expenses*
- --------------------------------------------------------------------------------------------------------------------



 *  See "Summary of Contract Expenses" - Underlying Mutual Fund Portfolio
    Annual Expenses for more detail on the expenses of the underlying mutual
    funds.




- ------------------------------------------------------------------------------------------------------------------
                                UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                    (as a percentage of the average net assets of the underlying Portfolios)
- ------------------------------------------------------------------------------------------------------------------
                                                               For the year ended December 31, 2006
             UNDERLYING PORTFOLIOS               -----------------------------------------------------------------
                                                 Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                Expenses /3/           Portfolio Fees  Portfolio
                                                                                       & Expenses /1/  Operating
                                                                                                      Expenses /2/
- -                                                -----------------------------------------------------------------
                                                                                       
Prudential Series Fund
 Equity Portfolio                                    0.45%         0.02%       0.00%       0.00%         0.47%
 Global Portfolio                                    0.75%         0.09%       0.00%       0.00%         0.84%
 Jennison Portfolio                                  0.60%         0.03%       0.00%       0.00%         0.63%
 Money Market Portfolio                              0.40%         0.03%       0.00%       0.00%         0.43%
 Stock Index Portfolio /4/                           0.35%         0.02%       0.00%       0.00%         0.37%
 Value Portfolio                                     0.40%         0.03%       0.00%       0.00%         0.43%
 SP Aggressive Growth Asset Allocation Portfolio     0.05%         0.07%       0.00%       0.86%         0.98%
 SP Balanced Asset Allocation Portfolio              0.05%         0.01%       0.00%       0.77%         0.83%
 SP Conservative Asset Allocation Portfolio          0.05%         0.02%       0.00%       0.72%         0.79%
 SP Growth Asset Allocation Portfolio                0.05%         0.01%       0.00%       0.81%         0.87%
 SP AIM Core Equity Portfolio                        0.85%         0.44%       0.00%       0.00%         1.29%
 SP Davis Value Portfolio                            0.75%         0.06%       0.00%       0.00%         0.81%
 SP International Growth Portfolio /5/               0.85%         0.12%       0.00%       0.00%         0.97%
 SP International Value Portfolio /6/                0.90%         0.09%       0.00%       0.00%         0.99%
 SP Mid Cap Growth Portfolio                         0.80%         0.11%       0.00%       0.00%         0.91%
 SP PIMCO High Yield Portfolio                       0.60%         0.10%       0.00%       0.00%         0.70%
 SP PIMCO Total Return Portfolio                     0.60%         0.06%       0.00%       0.00%         0.66%
 SP Prudential U.S. Emerging Growth Portfolio        0.60%         0.07%       0.00%       0.00%         0.67%
 SP Small Cap Growth Portfolio                       0.95%         0.19%       0.00%       0.00%         1.14%
 SP Small Cap Value Portfolio                        0.90%         0.06%       0.00%       0.00%         0.96%
 SP Strategic Partners Focused Growth Portfolio      0.90%         0.26%       0.00%       0.00%         1.16%
 SP T. Rowe Price Large Cap Growth Portfolio         0.90%         0.29%       0.00%       0.00%         1.19%



                                      16






- ---------------------------------------------------------------------------------------------------------------------------
                                     UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                         (as a percentage of the average net assets of the underlying Portfolios)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2006
                  UNDERLYING PORTFOLIOS                   -----------------------------------------------------------------
                                                          Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                         Expenses /3/           Portfolio Fees  Portfolio
                                                                                                & Expenses /1/  Operating
                                                                                                               Expenses /2/
- -                                                         -----------------------------------------------------------------
                                                                                                
Advanced Series Trust /7,8/
 AST JPMorgan International Equity Portfolio                  0.87%         0.16%       0.00%       0.00%         1.03%
 AST MFS Global Equity Portfolio                              1.00%         0.25%       0.00%       0.00%         1.25%
 AST Small-Cap Value Portfolio                                0.90%         0.18%       0.00%       0.00%         1.08%
 AST Neuberger Berman Small-Cap Growth Portfolio /9/          0.95%         0.16%       0.00%       0.00%         1.11%
 AST Federated Aggressive Growth Portfolio                    0.95%         0.14%       0.00%       0.00%         1.09%
 AST DeAM Small-Cap Value Portfolio                           0.95%         0.23%       0.00%       0.00%         1.18%
 AST Goldman Sachs Mid-Cap Growth Portfolio                   1.00%         0.15%       0.00%       0.00%         1.15%
 AST Neuberger Berman Mid-Cap Growth Portfolio                0.90%         0.14%       0.00%       0.00%         1.04%
 AST Neuberger Berman Mid-Cap Value Portfolio                 0.89%         0.11%       0.00%       0.00%         1.00%
 AST Mid-Cap Value Portfolio                                  0.95%         0.21%       0.00%       0.00%         1.16%
 AST MFS Growth Portfolio                                     0.90%         0.13%       0.00%       0.00%         1.03%
 AST Marsico Capital Growth Portfolio                         0.90%         0.11%       0.00%       0.00%         1.01%
 AST Goldman Sachs Concentrated Growth Portfolio              0.90%         0.13%       0.00%       0.00%         1.03%
 AST DeAM Large-Cap Value Portfolio                           0.85%         0.15%       0.00%       0.00%         1.00%
 AST Large-Cap Value Portfolio                                0.75%         0.11%       0.00%       0.00%         0.86%
 AST AllianceBernstein Core Value Portfolio                   0.75%         0.14%       0.00%       0.00%         0.89%
 AST AllianceBernstein Managed Index 500 Portfolio            0.60%         0.14%       0.00%       0.00%         0.74%
 AST American Century Income & Growth Portfolio               0.75%         0.15%       0.00%       0.00%         0.90%
 AST AllianceBernstein Growth & Income Portfolio              0.75%         0.11%       0.00%       0.00%         0.86%
 AST Cohen & Steers Realty Portfolio                          1.00%         0.13%       0.00%       0.00%         1.13%
 AST T. Rowe Price Natural Resources Portfolio                0.90%         0.13%       0.00%       0.00%         1.03%
 AST American Century Strategic Allocation Portfolio /10/     0.85%         0.21%       0.00%       0.00%         1.06%
 AST Advanced Strategies Portfolio                            0.85%         0.24%       0.00%       0.00%         1.09%
 AST T. Rowe Price Asset Allocation Portfolio                 0.85%         0.14%       0.00%       0.00%         0.99%
 AST UBS Dynamic Alpha Portfolio /11/                         1.00%         0.21%       0.00%       0.00%         1.21%
 AST First Trust Balanced Target Portfolio                    0.85%         0.21%       0.00%       0.00%         1.06%
 AST First Trust Capital Appreciation Target Portfolio        0.85%         0.19%       0.00%       0.00%         1.04%
 AST Aggressive Asset Allocation Portfolio                    0.15%         0.05%       0.00%       0.99%         1.19%
 AST Capital Growth Asset Allocation Portfolio                0.15%         0.02%       0.00%       0.95%         1.12%
 AST Balanced Asset Allocation Portfolio                      0.15%         0.02%       0.00%       0.90%         1.07%
 AST Conservative Asset Allocation Portfolio                  0.15%         0.04%       0.00%       0.89%         1.08%
 AST Preservation Asset Allocation Portfolio                  0.15%         0.08%       0.00%       0.82%         1.05%
 AST T. Rowe Price Global Bond Portfolio                      0.80%         0.16%       0.00%       0.00%         0.96%
 AST High Yield Portfolio /12/                                0.75%         0.15%       0.00%       0.00%         0.90%
 AST Lord Abbett Bond-Debenture Portfolio                     0.80%         0.14%       0.00%       0.00%         0.94%
 AST PIMCO Limited Maturity Bond Portfolio                    0.65%         0.12%       0.00%       0.00%         0.77%
Evergreen Variable Annuity Trust
 Evergreen VA Balanced Fund                                   0.29%         0.21%       0.00%       0.02%         0.52%
 Evergreen VA Fundamental Large Cap Fund                      0.57%         0.17%       0.00%       0.01%         0.75%
 Evergreen VA Special Values Fund                             0.78%         0.17%       0.00%       0.02%         0.97%
 Evergreen VA Growth Fund                                     0.40%         0.28%       0.00%       0.00%         0.68%
 Evergreen VA International Equity Fund                       0.40%         0.28%       0.00%       0.00%         0.68%
 Evergreen VA Omega Fund                                      0.52%         0.18%       0.00%       0.01%         0.71%
Gartmore Variable Insurance Trust
 GVIT Developing Markets /13/                                 1.05%         0.35%       0.25%       0.00%         1.65%
Janus Aspen Series
 Large Cap Growth Portfolio--Service Shares                   0.64%         0.05%       0.25%       0.00%         0.94%




 1. Each Asset Allocation Portfolio invests in shares of other Portfolios of
    the Fund and the Advanced Series Trust (the Acquired Portfolios). In
    addition, each Portfolio may invest otherwise uninvested cash in the Dryden
    Core Investment Fund (Money Market and/or Short-Term Bond Series).


                                      17



 SUMMARY OF CONTRACT EXPENSES continued



    Investors in an Asset Allocation Portfolio or other Portfolio indirectly
    bear the fees and expenses of the Acquired Portfolios and/or Dryden Core
    Investment Fund. The expenses shown in the column "Acquired Portfolio Fees
    and Expenses" represent a weighted average of the expense ratios of the
    Acquired Portfolios and/or Dryden Core Investment Fund, in which the Asset
    Allocation Portfolios or other Portfolios invested during the year ended
    December 31, 2006. The Asset Allocation Portfolios do not pay any
    transaction fees when they purchase and redeem shares of the Acquired
    Portfolios.

    Where "Acquired Portfolio Fees and Expenses" are less than 0.01%, such
    expenses are included in the column titled "Other Expenses." This may cause
    the Total Annual Portfolio Operating Expenses to differ from those set
    forth in the Financial Highlights tables of the respective Portfolios.

    Effective March 1, 2007, each of the Asset Allocation Portfolios became
    responsible for the payment of its own " Other Expenses," including,
    without limitation, custodian fees, legal fees, trustee fees and audit
    fees, in accordance with the terms of the management agreement. Prior to
    that time, Prudential Investments LLC or an affiliate paid the "other
    expenses" of the Asset Allocation Portfolios. The table reflects an
    annualized estimate of the " Other Expenses" of the Asset Allocation
    Portfolios for the year ended December 31, 2006 had the current arrangement
    been in place during that year.

 2. Prudential Investments LLC has voluntarily agreed to waive a portion of its
    management fee and/or limit total expenses (expressed as an annual
    percentage of average daily net assets) for certain Portfolios of the Fund.
    These arrangements, which are set forth as follows, may be discontinued or
    otherwise modified at any time. Equity Portfolio: 0.75%; Jennison
    Portfolio: 0.75%; Money Market Portfolio: 0.75%; Stock Index Portfolio:
    0.75%; Value Portfolio: 0.75%; SP AIM Core Equity Portfolio: 1.00%; SP
    International Value Portfolio: 1.00%; SP International Growth Portfolio:
    1.24%; SP Mid Cap Growth Portfolio: 1.00%; SP PIMCO High Yield Portfolio:
    0.82%; SP PIMCO Total Return Portfolio: 0.76%; SP Small Cap Growth
    Portfolio: 1.15%; SP Small Cap Value Portfolio: 1.05%; SP T. Rowe Price
    Large Cap Growth Portfolio: 1.06%.

 3. As noted above, shares of the Portfolios generally are purchased through
    variable insurance products. Many of the Portfolios and/or their investment
    advisers and/or distributors have entered into arrangements with us as the
    issuer of each Annuity under which they compensate us for providing ongoing
    services in lieu of the Trust providing such services. Amounts paid by a
    Portfolio under those arrangements are included under "Other Expenses." For
    more information see the prospectus for each underlying portfolio and
    Variable Investment Options in this section.

 4. The Portfolio's contractual management fee rate is as follows: 0.35% for
    average net assets up to $4 billion, and 0.30% for average net assets in
    excess of $4 billion.

 5. Effective November 13, 2006, Marsico Capital Management, LLC was added as a
    Sub-advisor to the Portfolio. Prior to November 13, 2006, William Blair &
    Company, LLC served as the sole Sub-advisor of the Portfolio, then named
    the "SP William Blair International Growth Portfolio."

 6. Effective November 13, 2006, Thornburg Investment Management, Inc. was
    added as a Sub-advisor to the Portfolio. Prior to November 13, 2006, LSV
    Asset Management served as the sole Sub-advisor of the Portfolio, then
    named the "SP LSV International Value Portfolio."

 7. The AST Aggressive Asset Allocation, the AST Balanced Asset Allocation, the
    AST Capital Growth Asset Allocation, the AST Conservative Asset Allocation
    and the AST Preservation Asset Allocation Portfolios (the "Dynamic Asset
    Allocation Portfolios") each invest in other investment companies (the
    Acquired Portfolios). For example, each Dynamic Asset Allocation Portfolio
    invests in shares of other Portfolios of the Advanced Series Trust, and
    some Portfolios invest in other funds, including the Dryden Core Investment
    Fund. Investors in a Portfolio indirectly bear the fees and expenses of the
    Acquired Portfolios. The expenses shown in the column "Acquired Portfolio
    Fees and Expenses" represent a weighted average of the expense ratios of
    the Acquired Portfolios in which each Dynamic Asset Allocation Portfolio
    invested during the year ended December 31, 2006. The Dynamic Asset
    Allocation Portfolios do not pay any transaction fees when they purchase or
    redeem shares of the Acquired Portfolios. Where "Acquired Portfolio Fees
    and Expenses" are less than 0.01%, such expenses are included in the column
    titled "Other Expenses." This may cause the Total Annual Portfolio
    Operating Expenses to differ from those set forth in the Financial
    Highlights tables in the prospectus for the Portfolios.

 8. The total actual operating expenses for certain of the Portfolios listed
    above for the year ended December 31, 2006 were less than the amounts shown
    in the table above, due to fee waivers, reimbursement of expenses, and
    expense offset arrangements ("Arrangements"). These Arrangements are
    voluntary and may be terminated at any time. In addition, the Arrangements
    may be modified periodically. For more information regarding the
    Arrangements, please see the Prospectus and Statement of Additional
    Information for the Portfolios.

 9. Effective May 1, 2007, Neuberger Berman Management, Inc. became Sub-advisor
    to the Portfolio. Prior to May 1, 2007, Deutsche Asset Management, Inc.
    served as Sub-advisor of the Portfolio, then named the "AST DeAM Small-Cap
    Growth Portfolio."

 10.Prior to May 1, 2007 the Portfolio was named the "AST American Century
    Strategic Balanced Portfolio."

 11.Prior to May 1, 2007 the Portfolio was named the "AST Global Allocation
    Portfolio." Expenses shown are the annualized estimated operating expense
    for AST UBS Dynamic Alpha Portfolio effective May 1, 2007. Operating
    expenses for the AST Global Allocation Portfolio based upon the year ended
    December 31, 2006 would be as follows: Shareholder Fees (fees paid directly
    from your investment) - None; Management Fees - .10%; Distribution (12b-1)
    Fees - None; Other Expenses - .09%; Acquired Portfolio Fees & Expenses -
    .88%; Total Annual Portfolio Operating Expenses - 1.07%.

 12.Effective June 16, 2006, Goldman Sachs Asset Management L.P. no longer
    serves as a Co-Sub-advisor to the Portfolio.

 13.Effective January 1, 2006, the management fee was lowered by 0.10% to the
    base fee described above. Beginning January 1, 2007, the management fee may
    be adjusted, on a quarterly basis, upward or downward depending on the
    Fund's performance relative to its benchmark, the MSCI Emerging Markets
    Free Index. As a result, beginning January 1, 2007, if the management fee
    were calculated taking into account the current base fee (as stated in the
    table above) and the maximum performance fee adjustment of 0.10% (+/-), the
    management fee could range from 0.95% at its lowest to 1.15% at its highest.


 EXPENSE EXAMPLES
 THESE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE
 CONTRACT WITH THE COST OF INVESTING IN OTHER VARIABLE ANNUITY CONTRACTS. THESE
 COSTS INCLUDE CONTRACT OWNER TRANSACTION EXPENSES, CONTRACT FEES, SEPARATE
 ACCOUNT ANNUAL EXPENSES, AND UNDERLYING MUTUAL FUND FEES AND EXPENSES. THE
 EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE CONTRACT FOR THE TIME PERIODS
 INDICATED. THE EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5% RETURN EACH
 YEAR AND ASSUME THE MAXIMUM FEES AND EXPENSES OF ANY OF THE MUTUAL FUNDS,
 WHICH DO NOT REFLECT ANY EXPENSE REIMBURSEMENTS OR WAIVERS. ALTHOUGH YOUR
 ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS, YOUR COSTS
 WOULD BE AS INDICATED IN THE TABLES THAT FOLLOW.

                                      18



 Example 1a: Contract With Credit (bonus credits vest over seven year period):
 Greater of Roll-up and Step-up Guaranteed Minimum Death Benefit Option;
 Lifetime Five Income Benefit; Earnings Appreciator Benefit and You Withdraw
 All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract With Credit (bonus credits vest over
    seven year period);
..   You choose a Guaranteed Minimum Death Benefit that provides the greater of
    the step-up and roll-up death benefit;
..   You choose the Lifetime Five Income Benefit;
..   You choose the Earnings Appreciator Benefit;

..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses;*

..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;
..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and


 You withdraw all your assets at the end of the indicated period.

 *  Not all portfolios may be available under certain optional benefits.


 Example 1b: Contract With Credit (bonus credits vest over seven year period):
 Greater of Roll-up and Step-up Guaranteed Minimum Death Benefit Option;
 Lifetime Five Income Benefit; Earnings Appreciator Benefit and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 2a: Contract With Credit (bonus credits vest over seven year period):
 Base Death Benefit, and You Withdraw All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract With Credit (bonus credits vest over
    seven year period);
..   You do not choose any optional insurance benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;
..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and
..   You withdraw all your assets at the end of the indicated period.

 Example 2b: Contract With Credit (bonus credits vest over seven year period):
 Base Death Benefit, and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 3a: Contract With Credit (bonus credits are generally not recapturable
 after expiration of free look period): Greater of Roll-up and Step-up
 Guaranteed Minimum Death Benefit Option; Lifetime Five Income Benefit;
 Earnings Appreciator Benefit and You Withdraw All Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

 Example 3b: Contract With Credit (bonus credits are generally not recapturable
 after expiration of the free look period): Greater of Roll-up and Step-up
 Guaranteed Minimum Death Benefit Option; Lifetime Five Income Benefit;
 Earnings Appreciator Benefit and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1b except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

 Example 4a: Contract With Credit (bonus credits are generally not recapturable
 after expiration of free look period): Base Death Benefit, and You Withdraw
 All Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

                                      19



 SUMMARY OF CONTRACT EXPENSES continued


 Example 4b: Contract With Credit (bonus credits are generally not recapturable
 after expiration of free look period): Base Death Benefit, and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2b except that it
 assumes that you invest in the version of the Contract With Credit under which
 bonus credits are generally not recapturable after expiration of the free look
 period.

 Example 5a: Contract Without Credit, Greater of Roll-up and Step-up Guaranteed
 Minimum Death Benefit Option; Lifetime Five Income Benefit, Earnings
 Appreciator Benefit and You Withdraw All Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you invest in the Contract Without Credit.

 Example 5b: Contract Without Credit, Greater of Roll-up and Step-up Guaranteed
 Minimum Death Benefit Option; Lifetime Five Income Benefit; Earnings
 Appreciator Benefit; and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1b except that it
 assumes that you invest in the Contract Without Credit.

 Example 6a: Contract Without Credit: Base Death Benefit, and You Withdraw All
 Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you invest in the Contract Without Credit.

 Example 6b: Contract Without Credit: Base Death Benefit, and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2b except that it
 assumes that you invest in the Contract Without Credit.

 NOTES FOR EXPENSE EXAMPLES:
 THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
 EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

 Note that withdrawal charges (which are reflected in Examples 1a, 2a, 3a, 4a,
 5a, and 6a) are assessed in connection with some annuity options, but not
 others.

 The values shown in the 10 year column are the same for Example 6a and 6b,
 Example 5a and 5b, Example 4a and Example 4b, the same for Example 3a and 3b,
 the same for Example 2a and 2b, and the same for Example 1a and 1b. This is
 because if 10 years have elapsed since your last purchase payment, we would no
 longer deduct withdrawal charges when you make a withdrawal or begin the
 income phase of your contract. The indicated examples reflect the maximum
 withdrawal charges, but in certain states reduced withdrawal charges may apply
 for certain ages.

 The examples use an average contract maintenance charge, which we calculated
 based on our general estimate of the total contract fees we expect to collect
 in 2007. Your actual fees will vary based on the amount of your contract and
 your specific allocation among the investment options.

 Premium taxes are not reflected in the examples. We deduct a charge to
 approximate premium taxes that may be imposed on us in your state. This charge
 is generally deducted from the amount applied to an annuity payout option.

 A table of accumulation unit values appears in Appendix A to this prospectus.

 Contract With Credit (Bonus Credits vest over seven year period): Greater of
 Roll-up and Step-up Guaranteed Minimum Death Benefit Option; Lifetime Five
 Income Benefit; Earnings Appreciator Benefit



                     Example 1a:                Example 1b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              
             $1,489 $2,341 $3,021 $4,716 $459    $1,385   $2,323   $4,716
             --------------------------------------------------------------


                                      20



 Contract With Credit (bonus Credits vest over seven year period): Base Death
 Benefit




                     Example 2a:                Example 2b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              
             $1,381 $2,027 $2,513 $3,785 $351    $1,071   $1,815   $3,785
             --------------------------------------------------------------



 Contract With Credit (Bonus Credits generally not recapturable after
 expiration of free look period): Greater of Roll-up And Step-up Guaranteed
 Minimum Death Benefit Option; Lifetime Five Income Benefit; Earnings
 Appreciator Benefit



                     Example 3a:                Example 3b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              
             $1,226 $2,181 $3,051 $4,840 $474    $1,429   $2,393   $4,840
             --------------------------------------------------------------


 Contract With Credit (Bonus Credits generally not recapturable after
 expiration of free look period): Base Death Benefit




                     Example 4a:                Example 4b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              
             $1,119 $1,869 $2,547 $3,925 $367    $1,117   $1,889   $3,925
             --------------------------------------------------------------



 Contract Without Credit: Greater of Roll-up and Step-up Guaranteed Minimum
 Death Benefit; Lifetime Five Income Benefit; Earnings Appreciator Benefit



                     Example 5a:                Example 5b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              
             $1,076 $1,796 $2,526 $4,574 $446    $1,346   $2,256   $4,574
             --------------------------------------------------------------


 Contract Without Credit: Base Death Benefit



                     Example 6a:                 Example 6b:
              --------------------------------------------------------------
              If you withdraw your assets If you do not withdraw your assets
              --------------------------------------------------------------
              1 yr   3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
              --------------------------------------------------------------
                                               
              $973   $1,495 $2,039 $3,685 $343    $1,045   $1,769   $3,685
              --------------------------------------------------------------


                                      21



  PART II SECTIONS 1 - 10
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS PLUS PROSPECTUS

                                      22



 1: WHAT IS THE STRATEGIC PARTNERS PLUS VARIABLE ANNUITY?

 THE STRATEGIC PARTNERS PLUS VARIABLE ANNUITY IS A CONTRACT BETWEEN YOU, THE
 OWNER, AND US, PRUCO LIFE INSURANCE COMPANY (PRUCO LIFE, WE OR US).

 Under our contract, in exchange for your payment to us, we promise to pay you
 a guaranteed income stream that can begin any time on or after the third
 contract anniversary. Your annuity is in the accumulation phase until you
 decide to begin receiving annuity payments. The date you begin receiving
 annuity payments is the annuity date. On the annuity date, your contract
 switches to the income phase.

 This annuity contract benefits from tax deferral when it is sold outside a
 tax-favored plan (generally called a non-qualified annuity). Tax deferral
 means that you are not taxed on earnings or appreciation on the assets in your
 contract until you withdraw money from your contract.

 If you purchase the annuity contract in a tax-favored plan such as an IRA,
 that plan generally provides tax deferral even without investing in an annuity
 contract. In other words, you need not purchase this contract to gain the
 preferential tax treatment provided by your retirement plan. Therefore, before
 purchasing an annuity in a tax-favored plan, you should consider whether its
 features and benefits beyond tax deferral, including the death benefit and
 income benefits, meet your needs and goals. You should consider the relative
 features, benefits and costs of this annuity compared with any other
 investment that you may use in connection with your retirement plan or
 arrangement.

 There are two basic versions of Strategic Partners Plus variable annuity.

 Contract With Credit:

..   provides for a bonus credit that we add to each purchase payment that you
    make,
..   comes in one version under which bonus credits generally are not recaptured
    after the expiration of the free look period, and another version under
    which bonus credits vest over a period of several years. Once a State has
    approved the former version, we will cease offering the later version,
..   has higher withdrawal charges than the Contract Without Credit,
..   the version of the contract under which bonus credits generally are not
    recaptured after the free look period has higher insurance and
    administrative charges than the Contract Without Credit, and
..   has no fixed interest rate investment options available.

 Contract Without Credit:

..   does not provide a credit,
..   has lower withdrawal charges than the Contract With Credit,
..   has lower insurance and administrative costs than the Contract With Credit
    under which the bonus credits generally are not recaptured after the free
    look period, and
..   offers two fixed interest rate investment options: a one-year fixed rate
    option and a dollar cost averaging fixed rate option.


 Beginning in 2002, we started offering a version of both the Contract Without
 Credit and the Contract With Credit that differ from previously-issued
 contracts with regard to maximum issue age, maximum annuitization age, Spousal
 Continuance Option, credit amount, contract maintenance charge, and minimum
 guaranteed interest rate.


 Unless we state otherwise, when we use the word contract, it applies to both
 versions discussed herein.

 In replacing another annuity you may own, please consider all charges
 associated with that annuity. Credits applicable to bonus products, such as
 the Contract With Credit, should not be viewed as an offset of any surrender
 charge that applies to another annuity contract you may currently own.

 You may prefer the Contract With Credit if:

..   You anticipate that you will not need to withdraw purchase payments any
    earlier than at least seven contract anniversaries after making them,
..   You do not wish to allocate purchase payments to the fixed interest rate
    options, and
..   You believe that the bonus credit is worth the higher withdrawal charges
    and insurance and administrative costs.

 If you wish to have the option of allocating part of your Contract Value to
 the fixed interest rate options, you may prefer the Contract Without Credit.

                                      23



 1: WHAT IS THE STRATEGIC PARTNERS PLUS VARIABLE ANNUITY? continued


 Because of the higher withdrawal charges, if you choose the Contract With
 Credit and you withdraw a purchase payment, depending upon the performance of
 the investment options you choose, you may be worse off than if you had chosen
 the Contract Without Credit. We do not recommend purchase of either version of
 Strategic Partners Plus if you anticipate having to withdraw a significant
 amount of your purchase payments within a few years of making those purchase
 payments.

 Strategic Partners Plus is a variable annuity contract. During the
 accumulation phase, you can allocate your assets among the variable investment
 options and, if you choose the Contract Without Credit, guaranteed fixed
 interest rate options as well. If you select variable investment options, the
 amount of money you are able to accumulate in your contract during the
 accumulation phase depends upon the investment performance of the underlying
 mutual fund(s) associated with that variable investment option.

 Because the underlying mutual funds' portfolios fluctuate in value depending
 upon market conditions, your Contract Value can either increase or decrease.
 This is important, since the amount of the annuity payments you receive during
 the income phase depends upon the value of your contract at the time you begin
 receiving payments.

 As the owner of the contract, you have all of the decision-making rights under
 the contract. You will also be the annuitant unless you designate someone
 else. The annuitant is the person whose life is used to determine how much and
 how long (if applicable) the annuity payments will continue once the annuity
 phase begins. On or after the annuity date, the annuitant may not be changed.

 The beneficiary is the person(s) or entity you designate to receive any death
 benefit. You may change the beneficiary any time prior to the annuity date by
 making a written request to us.

 SHORT TERM CANCELLATION RIGHT OR "FREE LOOK"
 If you change your mind about owning Strategic Partners Plus, you may cancel
 your contract within 10 days after receiving it (or whatever period is
 required by applicable law). You can request a refund by returning the
 contract either to the representative who sold it to you, or to the Prudential
 Annuity Service Center at the address shown on the first page of this
 prospectus. You will receive, depending on applicable state law:

..   Your full purchase payment, less any applicable federal and state income
    tax withholding; or
..   The amount your contract is worth as of the day we receive your request,
    less any applicable federal and state income tax withholding. This amount
    may be more or less than your original payment.

 If you have purchased the Contract With Credit, we will deduct any credit we
 had added to your Contract Value. To the extent dictated by state law, we will
 include in your refund the amount of any fees and charges that we deducted.

 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?

 THE CONTRACT GIVES YOU THE CHOICE OF ALLOCATING YOUR PURCHASE PAYMENTS TO ANY
 OF THE VARIABLE INVESTMENT OPTIONS, AND IF YOU CHOOSE THE CONTRACT WITHOUT
 CREDIT, FIXED INTEREST RATE OPTIONS.

 The variable investment options invest in underlying mutual funds managed by
 leading investment advisers. These underlying mutual funds may sell their
 shares to both variable annuity and variable life separate accounts of
 different insurance companies, which could create the kinds of risks that are
 described in more detail in the current prospectus for the underlying mutual
 fund. The current prospectuses for the underlying mutual funds also contain
 other important information about the mutual funds. When you invest in a
 variable investment option that is funded by a mutual fund, you should read
 the mutual fund prospectus and keep it for future reference. Not all mutual
 funds offered as Sub-accounts are available if you elect certain optional
 benefits. The mutual fund options that you select are your choice. We do not
 recommend or endorse any particular underlying mutual fund.

 VARIABLE INVESTMENT OPTIONS
 The following chart classifies each of the portfolios based on our assessment
 of their investment style (as of the date of this prospectus). The chart also
 provides a description of each portfolio's investment objective and a short,
 summary description of their key policies to assist you in determining which
 portfolios may be of interest to you. What appears in the chart below is
 merely a summary--please consult the portfolio's prospectus for a
 comprehensive discussion of the portfolio's investment policies. There is no
 guarantee that any portfolio will meet its investment objective. The name of
 the adviser/subadviser for each portfolio appears next to the description.

 The Jennison Portfolio, Prudential Equity Portfolio, Prudential Global
 Portfolio, Prudential Money Market Portfolio, Prudential Stock Index
 Portfolio, Prudential Value Portfolio, and each "SP" Portfolio of the
 Prudential Series Fund, are managed by an

                                      24



 indirect wholly-owned subsidiary of Prudential Financial, Inc. called
 Prudential Investments LLC (PI) under a "manager-of-managers" approach.

 Under the manager-of-managers approach, PI has the ability to assign
 subadvisers to manage specific portions of a portfolio, and the portion
 managed by a subadviser may vary from 0% to 100% of the portfolio's assets.
 The subadvisers that manage some or all of a Prudential Series Fund portfolio
 are listed on the following chart.


 The portfolios of the Advanced Series Trust are co-managed by PI and AST
 Investment Services, Inc., also under a manager-of- managers approach. AST
 Investment Services, Inc. is an indirect, wholly-owned subsidiary of
 Prudential Financial, Inc. Under the agreement through which Prudential
 Financial, Inc. acquired American Skandia Life Assurance Corporation and
 certain of its affiliates in May 2003, Prudential Financial may not use the
 "American Skandia" name in any context after May 1, 2008. Therefore,
 Prudential Financial has begun a "rebranding" project that involves renaming
 certain American Skandia legal entities. As pertinent to this annuity: 1)
 American Skandia Investment Services, Inc. has been renamed AST Investment
 Services, Inc.; and 2) American Skandia Trust has been renamed Advanced Series
 Trust. These name changes will not impact the manner in which customers do
 business with Prudential.


 A fund or portfolio may have a similar name or an investment objective and
 investment policies resembling those of a mutual fund managed by the same
 investment adviser that is sold directly to the public. Despite such
 similarities, there can be no assurance that the investment performance of any
 such fund or portfolio will resemble that of the publicly available mutual
 fund.


 Pruco Life has entered into agreements with certain underlying portfolios
 and/or the investment adviser or distributor of such portfolios. Pruco Life
 may provide administrative and support services to such portfolios pursuant to
 the terms of these agreements and under which it receives a fee of up to 0.55%
 annually (as of May 1, 2007) of the average assets allocated to the portfolio
 under the contract. These agreements, including the fees paid and services
 provided, can vary for each underlying mutual fund whose portfolios are
 offered as sub-accounts.


 In addition, an investment adviser, sub-adviser or distributor of the
 underlying portfolios may also compensate us by providing reimbursement,
 defraying the costs of, or paying directly for, among other things, marketing
 and/or administrative services and/or other services they provide in
 connection with the contract. These services may include, but are not limited
 to: sponsoring or co-sponsoring various promotional, educational or marketing
 meetings and seminars attended by distributors, wholesalers, and/or broker
 dealer firms' registered representatives, and creating marketing material
 discussing the contract, available options, and underlying portfolios. The
 amounts paid depend on the nature of the meetings, the number of meetings
 attended by the adviser, sub-adviser, or distributor, the number of
 participants and attendees at the meetings, the costs expected to be incurred,
 and the level of the adviser's, sub-adviser's or distributor's participation.
 These payments or reimbursements may not be offered by all advisers,
 sub-advisers, or distributors, and the amounts of such payments may vary
 between and among each adviser, sub-adviser, and distributor depending on
 their respective participation. During 2006, with regard to amounts that were
 paid under these kinds of arrangements, the amounts ranged from approximately
 $53 to approximately $190,514. These amounts may have been paid to one of more
 Prudential-affiliated insurers issuing individual variable annuities.

 As detailed in the Prudential Series Fund prospectus, although the Prudential
 Money Market Portfolio is designed to be a stable investment option, it is
 possible to lose money in that portfolio. For example, when prevailing
 short-term interest rates are very low, the yield on the Prudential Money
 Market Portfolio may be so low that, when separate account and contract
 charges are deducted, you experience a negative return.


 Upon the introduction of the Advanced Series Trust Asset Allocation Portfolios
 on December 5, 2005, we ceased offering the Prudential Series Fund Asset
 Allocation Portfolios to new purchasers and to existing contract owners who
 had not previously invested in those Portfolios. However, a contract owner who
 had Contract Value allocated to a Prudential Series Fund Asset Allocation
 Portfolio prior to December 5, 2005 may continue to allocate purchase payments
 to that Portfolio after that date. In addition, after December 5, 2005, we
 ceased offering the Prudential Series Fund SP Large Cap Value Portfolio to new
 purchasers and to existing contract owners who had not previously invested in
 that Portfolio. However, a contract owner who had Contract Value allocated to
 the SP Large Cap Value Portfolio prior to December 5, 2005 may continue to
 allocate purchase payments to that Portfolio after that date.


                                      25



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued





       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
                     THE PRUDENTIAL SERIES FUND
       -----------------------------------------------------------------
        LARGE   Jennison Portfolio: seeks long-term        Jennison
         CAP    growth of capital. The Portfolio        Associates LLC
        GROWTH  invests primarily in equity
                securities of major, established
                corporations that the subadviser
                believes offer above-average growth
                prospects. The Portfolio may invest
                up to 30% of its total assets in
                foreign securities. Stocks are
                selected on a company-by-company
                basis using fundamental analysis.
                Normally 65% of the Portfolio's total
                assets are invested in common stocks
                and preferred stocks of companies
                with capitalization in excess of $1
                billion.
       -----------------------------------------------------------------
        LARGE   Equity Portfolio: seeks long-term          Jennison
         CAP    growth of capital. The Portfolio        Associates LLC;
        BLEND   invests at least 80% of its net           ClearBridge
                assets plus borrowings for investment    Advisors, LLC
                purposes in common stocks of major
                established corporations as well as
                smaller companies that the Sub
                advisers believe offer attractive
                prospects of appreciation. In the
                Jennison portion, over a full market
                cycle, the subadviser seeks to
                outperform the S&P 500 Index by
                investing in a portfolio with
                earnings growth greater than the
                index at valuations comparable to
                that of the index.
       -----------------------------------------------------------------
        INTER   Global Portfolio: seeks long-term          LSV Asset
       NATIONAL growth of capital. The Portfolio          Management/
        EQUITY  invests primarily in common stocks      Marsico Capital
                (and their equivalents) of foreign     Management, LLC/
                and U.S. companies. Each Sub-adviser     T. Rowe Price
                for the Portfolio generally will use   Associates, Inc./
                either a "growth" approach or a         William Blair &
                "value" approach in selecting either     Company, LLC
                foreign or U.S. common stocks.
       -----------------------------------------------------------------
        FIXED   Money Market Portfolio: seeks maximum     Prudential
        INCOME  current income consistent with the        Investment
                stability of capital and the           Management, Inc.
                maintenance of liquidity. The
                Portfolio invests in high-quality
                short-term money market instruments
                issued by the U.S. Government or its
                agencies, as well as by corporations
                and banks, both domestic and foreign.
                The Portfolio will invest only in
                instruments that mature in thirteen
                months or less, and which are
                denominated in U.S. dollars.
       -----------------------------------------------------------------
        LARGE   Value Portfolio: seeks long-term           Jennison
         CAP    growth of capital through               Associates LLC
        VALUE   appreciation and income. The
                Portfolio invests primarily in common
                stocks that the subadviser believes
                are undervalued - those stocks that
                are trading below their underlying
                asset value, cash generating ability
                and overall earnings and earnings
                growth. There is a risk that "value"
                stocks can perform differently from
                the market as a whole and other types
                of stocks and can continue to be
                undervalued by the markets for long
                periods of time. Normally at least
                65% of the Portfolio's total assets
                is invested in the common stock and
                convertible securities of companies
                that the subadviser believes will
                provide investment returns above
                those of the Russell 1000(R) Value
                Index. Most of the investments will
                be securities of large capitalization
                companies. The Portfolio may invest
                up to 25% of its total assets in real
                estate investment trusts (REITs) and
                up to 30% of its total assets in
                foreign securities.
       -----------------------------------------------------------------
        ASSET   SP Aggressive Growth Asset Allocation     Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       -----------------------------------------------------------------
        ASSET   SP Balanced Asset Allocation              Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). The Portfolio
                will invest in equity and
                fixed-income Underlying Portfolios.
       -----------------------------------------------------------------


                                      26




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        ASSET   SP Conservative Asset Allocation           Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on fixed-income
                Underlying Portfolios but will also
                invest in equity Underlying
                Portfolios.
       ------------------------------------------------------------------
        ASSET   SP Growth Asset Allocation Portfolio:      Prudential
       ALLOCA-  seeks to obtain the highest potential   Investments LLC
        TION/   total return consistent with the
       BALANCED specified level of risk tolerance.
                The Portfolio may invest in any other
                Portfolio of the Fund (other than
                another SP Asset Allocation
                Portfolio), and the AST Marsico
                Capital Growth Portfolio of Advanced
                Series Trust (AST) (the Underlying
                Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       ------------------------------------------------------------------
        LARGE   SP AIM Core Equity Portfolio: seeks      A I M Capital
         CAP    long-term growth of capital. The        Management, Inc.
        BLEND   Portfolio normally invests at least
                80% of investable assets in equity
                securities, including convertible
                securities of established companies
                that have long-term above-average
                growth in earnings and growth
                companies that the subadviser
                believes have the potential for
                above-average growth in earnings.
       ------------------------------------------------------------------
        LARGE   SP Davis Value Portfolio: seeks          Davis Selected
         CAP    growth of capital. The Portfolio         Advisers, L.P.
        VALUE   invests primarily in common stocks of
                U.S. companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Value Index. It may also invest
                in stocks of foreign companies and
                U.S. companies with smaller
                capitalizations. The subadviser
                attempts to select common stocks of
                businesses that possess
                characteristics that the subadviser
                believe foster the creation of
                long-term value, such as proven
                management, a durable franchise and
                business model, and sustainable
                competitive advantages. The
                subadviser aims to invest in such
                businesses when they are trading at a
                discount to their intrinsic worth.
                There is a risk that "value" stocks
                can perform differently from the
                market as a whole and other types of
                stocks and can continue to be
                undervalued by the markets for long
                periods of time.
       ------------------------------------------------------------------
        INTER   SP International Value Portfolio           LSV Asset
       NATIONAL (formerly SP LSV International Value      Management,
        EQUITY  Portfolio): seeks capital growth. The      Thornburg
                Portfolio normally invests at least        Investment
                65% of the Portfolio's investable       Management, Inc.
                assets (net assets plus borrowings
                made for investment purposes) in the
                equity securities of companies in
                developed countries outside the
                United States that are represented in
                the MSCI EAFE Index.
       ------------------------------------------------------------------
       MID CAP  SP Mid Cap Growth Portfolio: seeks      Calamos Advisors
        GROWTH  long-term growth of capital. The              LLC
                Portfolio normally invests at least
                80% of investable assets in common
                stocks and related securities, such
                as preferred stocks, convertible
                securities and depositary receipts
                for those securities. These
                securities typically are of medium
                market capitalizations, which the
                subadviser believes have
                above-average growth potential. The
                Portfolio generally defines medium
                market capitalization companies as
                those companies with market
                capitalizations within the market
                capitalization range of the Russell
                Mid Cap Growth Index. The Portfolio's
                investments may include securities
                listed on a securities exchange or
                traded in the over-the-counter
                markets. The subadviser uses a
                bottom-up and top-down analysis in
                managing the Portfolio. This means
                that securities are selected based
                upon fundamental analysis, as well as
                a top-down approach to
                diversification by industry and
                company, and by paying attention to
                macro-level investment themes. The
                Portfolio may invest in foreign
                securities (including emerging
                markets securities).
       ------------------------------------------------------------------
        FIXED   SP PIMCO High Yield Portfolio: seeks   Pacific Investment
        INCOME  to maximize total return consistent        Management
                with preservation of capital and          Company LLC
                prudent investment management. The          (PIMCO)
                Portfolio will invest in a
                diversified portfolio of fixed-income
                investment instruments of varying
                maturities. The average portfolio
                duration of the Portfolio generally
                will vary within a two- to six-year
                time frame based on the Sub-advisor's
                forecast for interest rates.
       ------------------------------------------------------------------



                                      27



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued




       -----------------------------------------------------------------
       STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                              ADVISOR/
                                                         SUB-ADVISOR
       -----------------------------------------------------------------
        FIXED  SP PIMCO Total Return Portfolio:       Pacific Investment
       INCOME  seeks to maximize total return             Management
               consistent with preservation of           Company LLC
               capital and prudent investment              (PIMCO)
               management. The Portfolio will invest
               in a diversified portfolio of
               fixed-income investment instruments
               of varying maturities. The average
               portfolio duration of the Portfolio
               generally will vary within a three-
               to six-year time frame based on the
               Sub-advisor's forecast for interest
               rates.
       -----------------------------------------------------------------
       MID CAP SP Prudential U.S. Emerging Growth          Jennison
       GROWTH  Portfolio: seeks long-term capital       Associates LLC
               appreciation. The Portfolio normally
               invests at least 80% of investable
               assets in equity securities of small
               and medium sized U.S. companies that
               the subadviser believes have the
               potential for above-average earnings
               growth. The subadviser seeks to
               invest in companies that it believes
               are poised to benefit from an
               acceleration of growth or an
               inflection point in a company's
               growth rate that is not currently
               reflected in the stock price. The
               team uses a research-intensive
               approach based on internally
               generated fundamental research.
       -----------------------------------------------------------------
        SMALL  SP Small Cap Growth Portfolio: seeks      Eagle Asset
         CAP   long-term capital growth. The             Management/
       GROWTH  Portfolio pursues its objective by      Neuberger Berman
               primarily investing in the common       Management, Inc.
               stocks of small-capitalization
               companies, which is defined as a
               company with a market capitalization,
               at the time of purchase, no larger
               than the largest capitalized company
               included in the Russell 2000 Index
               during the most recent 11-month
               period (based on month-end data) plus
               the most recent data during the
               current month.
       -----------------------------------------------------------------
        SMALL  SP Small-Cap Value Portfolio: seeks      Goldman Sachs
         CAP   long-term capital growth. The                Asset
        VALUE  Portfolio normally invests at least    Management, L.P.;
               80% its net assets plus borrowings        ClearBridge
               for investment purposes in the equity    Advisors, LLC
               securities of small capitalization
               companies. The Portfolio focuses on
               equity securities that are believed
               to be undervalued in the marketplace.
       -----------------------------------------------------------------
        LARGE  SP Strategic Partners Focused Growth   AllianceBernstein
         CAP   Portfolio: seeks long-term growth of     L.P.; Jennison
       GROWTH  capital. The Portfolio normally          Associates LLC
               invests at least 65% of total assets
               in equity-related securities of U.S.
               companies that the subadvisers
               believe to have strong capital
               appreciation potential. The
               Portfolio's strategy is to combine
               the efforts of two subadvisers and to
               invest in the favorite stock
               selection ideas of three portfolio
               managers (two of whom invest as a
               team). Each investment Sub-adviser to
               the Portfolio utilizes a growth
               style: Jennison selects approximately
               20 securities and AllianceBernstein
               selects approximately 30 securities.
               The portfolio managers build a
               portfolio with stocks in which they
               have the highest confidence and may
               invest more than 5% of the
               Portfolio's assets in any one issuer.
               The Portfolio is nondiversified,
               meaning it can invest a relatively
               high percentage of its assets in a
               small number of issuers. Investing in
               a nondiversified portfolio,
               particularly a portfolio investing in
               approximately 50 equity-related
               securities, involves greater risk
               than investing in a diversified
               portfolio because a loss resulting
               from the decline in the value of one
               security may represent a greater
               portion of the total assets of a
               nondiversified portfolio.
       -----------------------------------------------------------------
        LARGE  Stock Index Portfolio: seeks              Quantitative
         CAP   investment results that generally          Management
        BLEND  correspond to the performance of         Associates LLC
               publicly-traded common stocks. With
               the price and yield performance of
               the Standard & Poor's 500 Composite
               Stock Price Index (S&P 500) as the
               benchmark, the Portfolio normally
               invests at least 80% of investable
               assets in S&P 500 stocks. The S&P 500
               represents more than 70% of the total
               market value of all publicly-traded
               common stocks and is widely viewed as
               representative of publicly-traded
               common stocks as a whole. The
               Portfolio is not "managed" in the
               traditional sense of using market and
               economic analyses to select stocks.
               Rather, the portfolio manager
               purchases stocks in proportion to
               their weighting in the S&P 500.
       -----------------------------------------------------------------
        LARGE  SP T. Rowe Price Large-Cap Growth        T. Rowe Price
         CAP   Portfolio: seeks long-term capital      Associates, Inc.
       GROWTH  growth. Under normal circumstances,
               the Portfolio invests at least 80% of
               its net assets plus borrowings for
               investment purposes in the equity
               securities of large-cap companies.
               The Sub-adviser generally looks for
               companies with an above-average rate
               of earnings and cash flow growth and
               a lucrative niche in the economy that
               gives them the ability to sustain
               earnings momentum even during times
               of slow economic growth.
       -----------------------------------------------------------------


                                      28




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
        INTER-  SP International Growth Portfolio       Marsico Capital
       NATIONAL (formerly, SP William Blair            Management, LLC;
        EQUITY  International Growth Portfolio):        William Blair &
                seeks long-term capital appreciation.    Company, LLC.
                The Portfolio invests primarily in
                equity-related securities of foreign
                issuers. The Portfolio invests
                primarily in the common stock of
                large and medium-sized foreign
                companies, although it may also
                invest in companies of all sizes.
                Under normal circumstances, the
                Portfolio invests at least 65% of its
                total assets in common stock of
                foreign companies operating or based
                in at least five different countries,
                which may include countries with
                emerging markets. The Portfolio looks
                primarily for stocks of companies
                whose earnings are growing at a
                faster rate than other companies or
                which offer attractive growth
                potential.
       -----------------------------------------------------------------
                        ADVANCED SERIES TRUST
       -----------------------------------------------------------------
        ASSET   AST Advanced Strategies Portfolio:         LSV Asset
        ALLOCA  seeks a high level of absolute            Management;
        TION/   return. The Portfolio invests           Marsico Capital
       BALANCED primarily in a diversified portfolio      Management,
                of equity and fixed income securities    LLC; Pacific
                across different investment               Investment
                categories and investment managers.       Management
                The Portfolio pursues a combination       Company LLC
                of traditional and non-traditional         (PIMCO);
                investment strategies.                   T. Rowe Price
                                                       Associates, Inc.;
                                                        William Blair &
                                                        Company, L.L.C.
       -----------------------------------------------------------------
        ASSET   AST Aggressive Asset Allocation               AST
        ALLOCA  Portfolio: seeks the highest              Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk          Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 92.5% to 100% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 0% to 7.5% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Core Value       AllianceBernstein
         CAP    Portfolio: seeks long-term capital           L.P.
        VALUE   growth by investing primarily in
                common stocks. The Sub-advisor
                expects that the majority of the
                Portfolio's assets will be invested
                in the common stocks of large
                companies that appear to be
                undervalued. Among other things, the
                Portfolio seeks to identify
                compelling buying opportunities
                created when companies are
                undervalued on the basis of investor
                reactions to near-term problems or
                circumstances even though their
                long-term prospects remain sound. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Growth & Income  AllianceBernstein
         CAP    Portfolio: seeks long-term growth of         L.P.
        VALUE   capital and income while attempting
                to avoid excessive fluctuations in
                market value. The Portfolio normally
                will invest in common stocks (and
                securities convertible into common
                stocks). The Sub-advisor will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects. The stocks that
                the Portfolio will normally invest in
                are those of seasoned companies.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Managed Index    AllianceBernstein
         CAP    500 Portfolio: seeks to outperform           L.P.
        BLEND   the Standard & Poor's 500 Composite
                Stock Price Index (the "S&P 500")
                through stock selection resulting in
                different weightings of common stocks
                relative to the index. The Portfolio
                will invest, under normal
                circumstances, at least 80% of its
                net assets in securities included in
                the S&P(R) 500.
       -----------------------------------------------------------------



                                      29



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
         LARGE   AST American Century Income & Growth   American Century
          CAP    Portfolio: seeks capital growth with      Investment
         VALUE   current income as a secondary          Management, Inc.
                 objective. The Portfolio invests
                 primarily in common stocks that offer
                 potential for capital growth, and
                 may, consistent with its investment
                 objective, invest in stocks that
                 offer potential for current income.
                 The Sub-advisor utilizes a
                 quantitative management technique
                 with a goal of building an equity
                 portfolio that provides better
                 returns than the S&P 500 Index
                 without taking on significant
                 additional risk and while attempting
                 to create a dividend yield that will
                 be greater than the S&P 500 Index.
       -----------------------------------------------------------------
         ASSET   AST American Century Strategic         American Century
        ALLOCA   Allocation Portfolio (formerly known      Investment
         TION/   as AST American Century Strategic      Management, Inc.
       BALANCED  Balanced Portfolio): seeks capital
                 growth and current income. The
                 Sub-advisor intends to maintain
                 approximately 60% of the Portfolio's
                 assets in equity securities and the
                 remainder in bonds and other fixed
                 income securities. Both the
                 Portfolio's equity and fixed income
                 investments will fluctuate in value.
                 The equity securities will fluctuate
                 depending on the performance of the
                 companies that issued them, general
                 market and economic conditions, and
                 investor confidence. The fixed income
                 investments will be affected
                 primarily by rising or falling
                 interest rates and the credit quality
                 of the issuers.
       -----------------------------------------------------------------
         ASSET   AST Balanced Asset Allocation                AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 57.5% to 72.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 27.5% to 42.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         ASSET   AST Capital Growth Asset Allocation          AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 72.5% to 87.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 12.5% to 27.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
       SPECIALTY AST Cohen & Steers Realty Portfolio:    Cohen & Steers
                 seeks to maximize total return             Capital
                 through investment in real estate      Management, Inc.
                 securities. The Portfolio pursues its
                 investment objective by investing,
                 under normal circumstances, at least
                 80% of its net assets in securities
                 of real estate issuers. Under normal
                 circumstances, the Portfolio will
                 invest substantially all of its
                 assets in the equity securities of
                 real estate companies, i.e., a
                 company that derives at least 50% of
                 its revenues from the ownership,
                 construction, financing, management
                 or sale of real estate or that has at
                 least 50% of its assets in real
                 estate. Real estate companies may
                 include real estate investment trusts
                 or REITs.
       -----------------------------------------------------------------
         ASSET   AST Conservative Asset Allocation            AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 47.5% to 62.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 37.5% to 52.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         LARGE   AST DeAM Large-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of capital by        Investment
         VALUE   investing primarily in the value          Management
                 stocks of larger companies. The         Americas, Inc.
                 Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 the value of its assets in the equity
                 securities of large-sized companies
                 included in the Russell 1000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 1000(R) Value Index,
                 but which attempts to outperform the
                 Russell 1000(R) Value Index through
                 active stock selection.
       -----------------------------------------------------------------



                                      30




        ----------------------------------------------------------------
         STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                             ADVISOR/
                                                          SUB-ADVISOR
        ----------------------------------------------------------------
         SMALL   AST Neuberger Berman Small-Cap Growth  Neuberger Berman
          CAP    Portfolio (formerly known as AST DeAM  Management Inc.
         GROWTH  Small-Cap Growth Portfolio): seeks
                 maximum growth of investors' capital
                 from a portfolio of growth stocks of
                 smaller companies. The Portfolio
                 pursues its objective, under normal
                 circumstances, by primarily investing
                 at least 80% of its total assets in
                 the equity securities of small-sized
                 companies included in the Russell
                 2000 Growth(R) Index.
        ----------------------------------------------------------------
         SMALL   AST DeAM Small-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of investors'        Investment
         VALUE   capital by investing primarily in the     Management
                 value stocks of smaller companies.      Americas, Inc.
                 The Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 its total assets in the equity
                 securities of small-sized companies
                 included in the Russell 2000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 2000(R) Value Index,
                 but which attempts to outperform the
                 Russell 2000(R) Value Index.
        ----------------------------------------------------------------
         SMALL   AST Federated Aggressive Growth        Federated Equity
          CAP    Portfolio: seeks capital growth. The      Management
         GROWTH  Portfolio pursues its investment          Company of
                 objective by investing primarily in     Pennsylvania/
                 the stocks of small companies that     Federated Global
                 are traded on national security           Investment
                 exchanges, NASDAQ stock exchange and      Management
                 the over-the-counter-market. Small     Corp.; Federated
                 companies will be defined as               MDTA LLC
                 companies with market capitalizations
                 similar to companies in the Russell
                 2000 Growth Index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Balanced Target          First Trust
        ALLOCA-  Portfolio: seeks long-term capital      Advisors L.P.
         TION/   growth balanced by current income.
        BALANCED The Portfolio seeks to achieve its
                 objective by investing approximately
                 65% in common stocks and 35% in fixed
                 income securities. The Portfolio
                 allocates the equity portion of the
                 portfolio across five uniquely
                 specialized strategies - the Dow/SM/
                 Target Dividend, the Value Line(R)
                 Target 25, the Global Dividend Target
                 15, the NYSE(R) International Target
                 25, and the Target Small Cap. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy which utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Capital Appreciation     First Trust
        ALLOCA-  Target Portfolio: seeks long-term       Advisors L.P.
         TION/   growth of capital. The Portfolio
        BALANCED seeks to achieve its objective by
                 investing approximately 80% in common
                 stocks and 20% in fixed income
                 securities. The portfolio allocates
                 the equity portion of the portfolio
                 across five uniquely specialized
                 strategies - the Value Line(R) Target
                 25, the Global Dividend Target 15,
                 the Target Small Cap, the Nasdaq(R)
                 Target 15, and the NYSE(R)
                 International Target 25. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST UBS Dynamic Alpha Portfolio        UBS Global Asset
        ALLOCA-  (formerly known as AST Global             Management
         TION/   Allocation Portfolio): seeks to        (Americas) Inc.
        BALANCED maximize total return, consisting of
                 capital appreciation and current
                 income. The Portfolio invests in
                 securities and financial instruments
                 to gain exposure to global equity,
                 global fixed income and cash
                 equivalent markets, including global
                 currencies. The Portfolio may invest
                 in equity and fixed income securities
                 of issuers located within and outside
                 the United States or in open-end
                 investment companies advised by UBS
                 Global Asset Management (Americas)
                 Inc., the Portfolio's Sub-Advisor, to
                 gain exposure to certain global
                 equity and global fixed income
                 markets.
        ----------------------------------------------------------------


                                      31



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Goldman Sachs Concentrated Growth    Goldman Sachs
         CAP    Portfolio: seeks growth of capital in        Asset
        GROWTH  a manner consistent with the            Management, L.P.
                preservation of capital. Realization
                of income is not a significant
                investment consideration and any
                income realized on the Portfolio's
                investments, therefore, will be
                incidental to the Portfolio's
                objective. The Portfolio will pursue
                its objective by investing primarily
                in equity securities of companies
                that the Sub-advisor believes have
                the potential to achieve capital
                appreciation over the long-term. The
                Portfolio seeks to achieve its
                investment objective by investing,
                under normal circumstances, in
                approximately 30 - 45 companies that
                are considered by the Sub-advisor to
                be positioned for long-term growth.
       ------------------------------------------------------------------
       MID CAP  AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
        GROWTH  Portfolio: seeks long-term capital           Asset
                growth. The Portfolio pursues its       Management, L.P.
                investment objective, by investing
                primarily in equity securities
                selected for their growth potential,
                and normally invests at least 80% of
                the value of its assets in medium
                capitalization companies. For
                purposes of the Portfolio,
                medium-sized companies are those
                whose market capitalizations
                (measured at the time of investment)
                fall within the range of companies in
                the Russell Mid Cap Growth Index. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       ------------------------------------------------------------------
        FIXED   AST High Yield Portfolio: seeks a      Pacific Investment
        INCOME  high level of current income and may       Management
                also consider the potential for           Company LLC
                capital appreciation. The Portfolio         (PIMCO)
                invests, under normal circumstances,
                at least 80% of its net assets plus
                any borrowings for investment
                purposes (measured at time of
                purchase) in high yield, fixed-income
                securities that, at the time of
                purchase, are non-investment grade
                securities. Such securities are
                commonly referred to as "junk bonds".
       ------------------------------------------------------------------
        INTER-  AST JPMorgan International Equity         J.P. Morgan
       NATIONAL Portfolio: seeks long-term capital         Investment
        EQUITY  growth by investing in a diversified    Management Inc.
                portfolio of international equity
                securities. The Portfolio seeks to
                meet its objective by investing,
                under normal market conditions, at
                least 80% of its assets in a
                diversified portfolio of equity
                securities of companies located or
                operating in developed non-U.S.
                countries and emerging markets of the
                world. The equity securities will
                ordinarily be traded on a recognized
                foreign securities exchange or traded
                in a foreign over-the-counter market
                in the country where the issuer is
                principally based, but may also be
                traded in other countries including
                the United States.
       ------------------------------------------------------------------
        LARGE   AST Large-Cap Value Portfolio: seeks      Dreman Value
         CAP    current income and long-term growth     Management LLC,
        VALUE   of income, as well as capital             Hotchkis and
                appreciation. The Portfolio invests,     Wiley Capital
                under normal circumstances, at least    Management LLC;
                80% of its net assets in common           J.P. Morgan
                stocks of large cap U.S. companies.        Investment
                The Portfolio focuses on common         Management, Inc.
                stocks that have a high cash dividend
                or payout yield relative to the
                market or that possess relative value
                within sectors.
       ------------------------------------------------------------------
        FIXED   AST Lord Abbett Bond-Debenture           Lord, Abbett &
        INCOME  Portfolio: seeks high current income        Co. LLC
                and the opportunity for capital
                appreciation to produce a high total
                return. To pursue its objective, the
                Portfolio will invest, under normal
                circumstances, at least 80% of the
                value of its assets in fixed income
                securities and normally invests
                primarily in high yield and
                investment grade debt securities,
                securities convertible into common
                stock and preferred stocks. The
                Portfolio may find good value in high
                yield securities, sometimes called
                "lower-rated bonds" or "junk bonds,"
                and frequently may have more than
                half of its assets invested in those
                securities. At least 20% of the
                Portfolio's assets must be invested
                in any combination of investment
                grade debt securities, U.S.
                Government securities and cash
                equivalents. The Portfolio may also
                make significant investments in
                mortgage-backed securities. Although
                the Portfolio expects to maintain a
                weighted average maturity in the
                range of five to twelve years, there
                are no restrictions on the overall
                Portfolio or on individual
                securities. The Portfolio may invest
                up to 20% of its net assets in equity
                securities.
       ------------------------------------------------------------------


                                      32




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Marsico Capital Growth Portfolio:   Marsico Capital
         CAP    seeks capital growth. Income            Management, LLC
        GROWTH  realization is not an investment
                objective and any income realized on
                the Portfolio's investments,
                therefore, will be incidental to the
                Portfolio's objective. The Portfolio
                will pursue its objective by
                investing primarily in common stocks
                of larger, more established
                companies. In selecting investments
                for the Portfolio, the Sub-advisor
                uses an approach that combines "top
                down" economic analysis with "bottom
                up" stock selection. The "top down"
                approach identifies sectors,
                industries and companies that may
                benefit from the trends the
                Sub-advisor has observed. The
                Sub-advisor then looks for individual
                companies with earnings growth
                potential that may not be recognized
                by the market at large, utilizing a
                "bottom up" stock selection process.
                The Portfolio will normally hold a
                core position of between 35 and 50
                common stocks. The Portfolio may hold
                a limited number of additional common
                stocks at times when the Portfolio
                manager is accumulating new
                positions, phasing out existing or
                responding to exceptional market
                conditions.
       ------------------------------------------------------------------
        INTER-  AST MFS Global Equity Portfolio:         Massachusetts
       NATIONAL seeks capital growth. Under normal     Financial Services
        EQUITY  circumstances the Portfolio invests         Company
                at least 80% of its assets in equity
                securities of U.S. and foreign
                issuers (including issuers in
                developing countries). While the
                portfolio may invest its assets in
                companies of any size, the Portfolio
                generally focuses on companies with
                large capitalizations.
       ------------------------------------------------------------------
        LARGE   AST MFS Growth Portfolio: seeks          Massachusetts
         CAP    long-term capital growth and future    Financial Services
        GROWTH  income. Under normal market                 Company
                conditions, the Portfolio invests at
                least 80% of its total assets in
                common stocks and related securities,
                such as preferred stocks, convertible
                securities and depositary receipts,
                of companies. The Sub-advisor focuses
                on investing the Portfolio's assets
                in the stock of companies it believes
                to have above average earnings growth
                potential compared to other companies
                (growth companies). The Portfolio may
                invest up to 35% of its net assets in
                foreign securities.
       ------------------------------------------------------------------
       MID CAP  AST Mid Cap Value Portfolio: seeks to       EARNEST
        VALUE   provide capital growth by investing      Partners LLC/
                primarily in mid-capitalization          WEDGE Capital
                stocks that appear to be undervalued.   Management, LLP
                The Portfolio has a non-fundamental
                policy to invest, under normal
                circumstances, at least 80% of the
                value of its net assets in
                mid-capitalization companies.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
        GROWTH  Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. The
                Sub-adviser looks for fast-growing
                companies that are in new or rapidly
                evolving industries.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Value      Neuberger Berman
        VALUE   Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. For
                purposes of the Portfolio, companies
                with equity market capitalizations
                that fall within the range of the
                Russell Midcap(R) Index at the time
                of investment are considered mid-cap
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies. Under
                the Portfolio's value-oriented
                investment approach, the Sub-advisor
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
       ------------------------------------------------------------------
        FIXED   AST PIMCO Limited Maturity Bond        Pacific Investment
        INCOME  Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital and prudent investment           (PIMCO)
                management. The Portfolio will invest
                in a diversified portfolio of
                fixed-income investment instruments
                of varying maturities. The average
                portfolio duration of the Portfolio
                generally will vary within a one- to
                three-year time frame based on the
                Sub-advisor's forecast for interest
                rates.
       ------------------------------------------------------------------
        ASSET   AST Preservation Asset Allocation             AST
       ALLOCA-  Portfolio: seeks the highest               Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk           Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 27.5% to 42.5% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 57.5% to 72.5% of its
                net assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       ------------------------------------------------------------------


                                      33



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
      --------------------------------------------------------------------
        SMALL   AST Small-Cap Value Portfolio: seeks       ClearBridge
         CAP    to provide long-term capital growth      Advisors, LLC;
        VALUE   by investing primarily in                 Dreman Value
                small-capitalization stocks that         Management LLC;
                appear to be undervalued. The              J.P. Morgan
                Portfolio will have a non-fundamental      Investment
                policy to invest, under normal          Management, Inc.;
                circumstances, at least 80% of the         Lee Munder
                value of its net assets in small        Investments, Ltd
                capitalization stocks. The Portfolio
                will focus on common stocks that
                appear to be undervalued.
      --------------------------------------------------------------------
        ASSET   AST T. Rowe Price Asset Allocation        T. Rowe Price
       ALLOCA-  Portfolio: seeks a high level of        Associates, Inc.
        TION/   total return by investing primarily
      BALANCED  in a diversified portfolio of fixed
                income and equity securities. The
                Portfolio normally invests
                approximately 60% of its total assets
                in equity securities and 40% in fixed
                income securities. This mix may vary
                depending on the sub-advisor's
                outlook for the markets. The
                Sub-advisor concentrates common stock
                investments in larger, more
                established companies, but the
                Portfolio may include small and
                medium-sized companies with good
                growth prospects. The fixed income
                portion of the Portfolio will be
                allocated among investment grade
                securities, high yield or "junk"
                bonds, emerging market securities,
                foreign high quality debt securities
                and cash reserves.
      --------------------------------------------------------------------
        FIXED   AST T. Rowe Price Global Bond             T. Rowe Price
       INCOME   Portfolio: seeks to provide high       International, Inc.
                current income and capital growth by
                investing in high-quality foreign and
                U.S. dollar-denominated bonds. The
                Portfolio will invest at least 80% of
                its total assets in fixed income
                securities, including high quality
                bonds issued or guaranteed by U.S. or
                foreign governments or their agencies
                and by foreign authorities, provinces
                and municipalities as well as
                investment grade corporate bonds and
                mortgage and asset-backed securities
                of U.S. and foreign issuers. The
                Portfolio generally invests in
                countries where the combination of
                fixed-income returns and currency
                exchange rates appears attractive,
                or, if the currency trend is
                unfavorable, where the Sub-advisor
                believes that the currency risk can
                be minimized through hedging. The
                Portfolio may also invest up to 20%
                of its assets in the aggregate in
                below investment-grade, high-risk
                bonds ("junk bonds"). In addition,
                the Portfolio may invest up to 30% of
                its assets in mortgage-related
                (including derivatives, such as
                collateralized mortgage obligations
                and stripped mortgage securities) and
                asset-backed securities.
      --------------------------------------------------------------------
      SPECIALTY AST T. Rowe Price Natural Resources       T. Rowe Price
                Portfolio: seeks long-term capital      Associates, Inc.
                growth primarily through the common
                stocks of companies that own or
                develop natural resources (such as
                energy products, precious metals and
                forest products) and other basic
                commodities. The Portfolio normally
                invests primarily (at least 80% of
                its total assets) in the common
                stocks of natural resource companies.
                The Portfolio looks for companies
                that have the ability to expand
                production, to maintain superior
                exploration programs and production
                facilities, and the potential to
                accumulate new resources. At least
                50% of Portfolio assets will be
                invested in U.S. securities, up to
                50% of total assets also may be
                invested in foreign securities.
      --------------------------------------------------------------------


                                      34




          ------------------------------------------------------------
           STYLE/     INVESTMENT OBJECTIVES/POLICIES       PORTFOLIO
            TYPE                                           ADVISOR/
                                                          SUB-ADVISOR
          ------------------------------------------------------------
                     EVERGREEN VARIABLE ANNUITY TRUST
          ------------------------------------------------------------
           ASSET   Evergreen VA Balanced: seeks capital    Evergreen
          ALLOCA-  growth and current income. The          Investment
           TION/   Portfolio invests in a combination of   Management
          BALANCED equity and debt securities. The        Company, LLC
                   equity securities that the Portfolio
                   invests in primarily consist of the
                   common stocks, preferred stocks and
                   securities convertible or
                   exchangeable for common stocks of
                   large U.S. companies (i.e., companies
                   whose market capitalizations fall
                   within the range tracked by the
                   Russell 1000(R) Index, measured at
                   the time of purchase). Under normal
                   circumstances, the Portfolio will
                   invest at least 25% of its assets in
                   debt securities and the remainder in
                   equity securities. The Portfolio's
                   managers use a diversified equity
                   style of management, best defined as
                   a blend between growth and value
                   stocks. The Portfolio normally
                   invests primarily all of the fixed
                   income portion in U.S.
                   dollar-denominated investment grade
                   debt securities, including debt
                   securities issued or guaranteed by
                   the U.S. Treasury or by an agency or
                   instrumentality of the U.S.
                   government, corporate bonds,
                   mortgage-backed securities,
                   asset-backed securities, and other
                   income producing securities. The
                   Portfolio is not required to sell or
                   otherwise dispose of any security
                   that loses its rating or has its
                   rating reduced after the Portfolio
                   has purchased it. The Portfolio
                   maintains a bias toward corporate and
                   mortgage-backed securities in order
                   to capture higher levels of income.
                   The Portfolio may, but will not
                   necessarily, use a variety of
                   derivative instruments, such as
                   futures contracts, options and swaps,
                   including, for example, index
                   futures, Treasury futures, Eurodollar
                   futures, interest rate swap
                   agreements, credit default swaps, and
                   total return swaps.
          ------------------------------------------------------------
           LARGE   Evergreen VA Fundamental Large Cap:     Evergreen
            CAP    seeks capital growth with the           Investment
           VALUE   potential for current income. The       Management
                   Portfolio invests, under normal        Company, LLC
                   conditions, at least 80% of its
                   assets in common stocks of large U.S.
                   companies (i.e., companies whose
                   market capitalizations fall within
                   the market capitalization range of
                   the companies tracked by the Russell
                   1000(R) Index, measured at the time
                   of purchase). The Portfolio earns
                   current income from dividends paid on
                   equity securities and may seek
                   additional income primarily by
                   investing up to 20% of its assets in
                   convertible bonds, including below
                   investment grade bonds, and
                   convertible preferred stocks of any
                   quality. The Portfolio may invest up
                   to 20% of its assets in foreign
                   securities. The Portfolio's stock
                   selection is based on a diversified
                   style of equity management that
                   allows the Portfolio to invest in
                   both value- and growth-oriented
                   equity securities. "Value" securities
                   are securities which the Portfolio's
                   manager believes are currently
                   undervalued in the marketplace.
                   "Growth" stocks are stocks of
                   companies which the Portfolio's
                   manager believes have anticipated
                   earnings ranging from steady to
                   accelerated growth. The Portfolio's
                   manager looks for companies that he
                   believes are temporarily undervalued
                   in the marketplace, sell at a
                   discount to their private market
                   values and display certain
                   characteristics such as earning a
                   high return on investments and having
                   a competitive advantage in their
                   industry.
          ------------------------------------------------------------
           SMALL   Evergreen VA Growth: seeks long-term    Evergreen
            CAP    capital growth. The Portfolio invests   Investment
           GROWTH  at least 75% of its assets in common    Management
                   stocks of small- and medium-sized      Company, LLC
                   companies (i.e., companies whose
                   market capitalizations fall within
                   the market capitalization range of
                   the companies tracked by the Russell
                   2000(R) Growth Index, measured at the
                   time of purchase). The remaining
                   portion of the Portfolio's assets may
                   be invested in companies of any size.
                   The Portfolio's managers employ a
                   growth-style of equity management and
                   will generally seek to purchase
                   stocks of companies that have
                   demonstrated earnings growth
                   potential which they believe is not
                   yet reflected in the stock's market
                   price. The Portfolio's managers
                   consider earnings growth above the
                   average earnings growth of companies
                   included in the Russell 2000(R)
                   Growth Index as a key factor in
                   selecting investments.
          ------------------------------------------------------------


                                      35



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


       ------------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                               ADVISOR/
                                                           SUB-ADVISOR
       ------------------------------------------------------------------
        INTER-   Evergreen VA International Equity:         Evergreen
       NATIONAL  seeks long-term capital growth and        Investment
        EQUITY   secondarily, modest income. The           Management
                 Portfolio will normally invest 80% of    Company, LLC
                 its assets in equity securities
                 issued by , in the manager's opinion,
                 established and quality non-U.S.
                 companies located in countries with
                 developed markets. The Portfolio may
                 purchase securities across all market
                 capitalizations. The Portfolio
                 normally invests at least 65% of its
                 assets in securities of companies in
                 at least three countries (other than
                 the U.S.). The Portfolio may also
                 invest in emerging markets. The
                 Portfolio's managers seek both growth
                 and value opportunities For growth
                 investments, the Portfolio's manager
                 seeks, among other things, good
                 business models, good management and
                 growth in cash flows. For value
                 investments, the Portfolio's manager
                 seeks companies that are undervalued
                 in the marketplace compared to their
                 assets. The Portfolio normally
                 intends to seek modest income from
                 dividends paid by its equity
                 holdings. Excluding repurchase
                 agreements and other cash
                 equivalents, the Portfolio intends to
                 invest substantially all of its
                 assets in the securities of non-U.S.
                 issuers.
       ------------------------------------------------------------------
       SPECIALTY Evergreen VA Omega: seeks long-term        Evergreen
                 capital growth. The Portfolio invests     Investment
                 primarily, and under normal               Management
                 conditions substantially all of its      Company, LLC
                 assets, in common stocks of U.S.
                 companies across all market
                 capitalizations. The Portfolio's
                 manager employs a growth style of
                 equity management that emphasizes
                 companies with cash flow growth,
                 sustainable competitive advantages,
                 returns on invested capital above
                 their cost of capital and the ability
                 to manage for profitable growth that
                 can create long-term value for
                 shareholders.
       ------------------------------------------------------------------
         SMALL   Evergreen VA Special Values: seeks         Evergreen
          CAP    capital growth in the value of its        Investment
         VALUE   shares. The Portfolio normally            Management
                 invests at least 80% of its assets in    Company, LLC
                 common stocks of small U.S. companies
                 (i.e. companies whose market
                 capitalizations fall within the
                 market capitalization range of the
                 companies tracked by the Russell
                 2000(R) Index, measured at the time
                 of purchase). The remaining 20% of
                 the Portfolio's assets may be
                 represented by cash or invested in
                 various cash equivalents or common
                 stocks of any market capitalization.
                 The Portfolio's manager seeks to
                 limit the investment risk of small
                 company investing by seeking stocks
                 that trade below what the manager
                 considers their intrinsic value. The
                 Portfolio's manager looks
                 specifically for various growth
                 triggers, or catalysts, that will
                 bring the stock's price into line
                 with its actual or potential value,
                 such as new products, new management,
                 changes in regulation and/or
                 restructuring potential.
       ------------------------------------------------------------------
                   GARTMORE VARIABLE INSURANCE TRUST
       ------------------------------------------------------------------
        INTER-   GVIT Developing Markets: seeks          NWD Management
       NATIONAL  long-term capital appreciation, under  & Research Trust/
        EQUITY   normal conditions by investing at       Gartmore Global
                 least 80% of its total assets in           Partners
                 stocks of companies of any size based
                 in the world's developing economies.
                 Under normal market conditions,
                 investments are maintained in at
                 least six countries at all times and
                 no more than 35% of total assets in
                 any single one of them.
       ------------------------------------------------------------------
                          JANUS ASPEN SERIES
       ------------------------------------------------------------------
         LARGE   Janus Aspen Series: Large Cap Growth     Janus Capital
          CAP    Portfolio - Service Shares: seeks       Management LLC
        GROWTH   long-term growth of capital in a
                 manner consistent with the
                 preservation of capital. The
                 Portfolio invests at least 80% of its
                 net assets plus the amount of any
                 borrowings for investment purposes in
                 common stocks of large-sized
                 companies. Large-sized companies are
                 those whose market capitalizations
                 fall within the range of companies in
                 the Russell 1000 Index at the time of
                 purchase.
       ------------------------------------------------------------------


 FIXED INTEREST RATE OPTIONS
 If you choose the Contract Without Credit, we offer two fixed interest rate
 options:
..   a one-year fixed interest rate option, and
..   a dollar cost averaging fixed rate option (DCA Fixed Rate Option).

 When you select one of these options, your payment will earn interest at the
 established rate for the applicable interest rate period. A new interest rate
 period is established every time you allocate or transfer money into a fixed
 interest rate option. (You may not transfer amounts from other investment
 options into the DCA Fixed Rate Option.) You may have money allocated in more
 than

                                      36



 one interest rate period at the same time. This could result in your money
 earning interest at different rates and each interest rate period maturing at
 a different time. While these interest rates may change from time to time,
 they will not be less than the minimum interest rate dictated by applicable
 state law. We may offer lower interest rates for Contracts With Credit than
 for Contracts Without Credit. The interest rates we pay on the fixed interest
 rate options may be influenced by the asset-based charges assessed against the
 Separate Account.

 Payments allocated to the fixed interest rate options become part of Pruco
 Life's general assets.

 One-year Fixed Interest Rate Option
 We set a one year guaranteed annual interest rate for the one-year fixed
 interest rate option. The one-year fixed interest rate option is not available
 if you choose the Contract With Credit.

 Dollar Cost Averaging Fixed Rate Option
 With the Contract Without Credit, you may allocate all or part of any purchase
 payment to the DCA Fixed Rate Option. Under this option, you automatically
 transfer amounts over a stated period (currently, six or twelve months) from
 the DCA Fixed Rate Option to the variable investment options you select. We
 will invest the assets you allocate to the DCA Fixed Rate Option in our
 general account until they are transferred. You may not transfer from other
 investment options to the DCA Fixed Rate Option.

 If you choose to allocate all or part of a purchase payment to the DCA Fixed
 Rate Option, the minimum amount of the purchase payment you may allocate is
 $5,000. The first periodic transfer will occur on the date you allocate your
 purchase payment to the DCA Fixed Rate Option. Subsequent transfers will occur
 on the monthly anniversary of the first transfer. Currently, you may choose to
 have the purchase payment allocated to the DCA Fixed Rate Option transferred
 to the selected variable investment options in either six or twelve monthly
 installments, and you may not change that number of monthly installments after
 you have chosen the DCA Fixed Rate Option. You may allocate to both the
 six-month and twelve-month options. (In the future, we may make available
 other numbers of transfers and other transfer schedules--for example,
 quarterly as well as monthly.)

 If you choose a six-payment transfer schedule, each transfer generally will
 equal 1/6/th/ of the amount you allocated to the DCA Fixed Rate Option, and if
 you choose a twelve-payment transfer schedule, each transfer generally will
 equal 1/12/th/ of the amount you allocated to the DCA Fixed Rate Option. In
 either case, the final transfer amount generally will also include the
 credited interest. You may change at any time the variable investment options
 into which the DCA Fixed Rate Option assets are transferred. Transfers from
 the DCA Fixed Rate Option do not count toward the maximum number of free
 transfers allowed under the contract.

 If you make a withdrawal or have a fee assessed from your contract, and all or
 part of that withdrawal or fee comes out of the DCA Fixed Rate Option, we will
 recalculate the periodic transfer amount to reflect the change. This
 recalculation may include some or all of the interest credited to the date of
 the next scheduled transfer. If a withdrawal or fee assessment reduces the
 monthly transfer amount below $100, we will transfer the remaining balance in
 the DCA Fixed Rate Option on the next scheduled transfer date.

 By investing amounts on a regular basis instead of investing the total amount
 at one time, the DCA Fixed Rate Option may decrease the effect of market
 fluctuation on the investment of your purchase payment. Of course, dollar cost
 averaging cannot ensure a profit or protect against loss in a declining market.

 TRANSFERS AMONG OPTIONS
 Subject to certain restrictions, you can transfer money among the variable
 investment options and, if you have chosen the Contract Without Credit, the
 fixed interest rate options as well. The minimum transfer amount is the lesser
 of $250 or the amount in the investment option from which the transfer is to
 be made.

 In general, you may make your transfer request by telephone, electronically,
 or otherwise in paper form to the Prudential Annuity Service Center. We have
 procedures in place to confirm that instructions received by telephone or
 electronically are genuine. We will not be liable for following unauthorized
 telephone or electronic instructions that we reasonably believed to be
 genuine. Your transfer request will take effect at the end of the business day
 on which it was received in good order by us, or by certain entities that we
 have specifically designated. Our business day generally closes at 4:00 p.m.
 Eastern time. Our business day may close earlier, for example if regular
 trading on the New York Stock Exchange closes early. Transfer requests
 received after the close of the business day will take effect at the end of
 the next business day.

 YOU CAN MAKE TRANSFERS OUT OF A FIXED INTEREST RATE OPTION, OTHER THAN THE DCA
 FIXED RATE OPTION, ONLY DURING THE 30-DAY PERIOD FOLLOWING THE END OF THE ONE
 YEAR INTEREST RATE PERIOD. TRANSFERS FROM THE DCA FIXED RATE OPTION ARE MADE
 ON A PERIODIC BASIS FOR THE PERIOD THAT YOU SELECT.

 During the contract accumulation phase, you can make up to 12 transfers each
 contract year among the investment options, without charge. (As noted in the
 fee table, we have different transfer rules under the Beneficiary Continuation
 Option). Currently, we

                                      37



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued

 charge $25 for each transfer after the twelfth in a contract year, and we have
 the right to increase this charge up to $30. (Dollar Cost Averaging and Auto-
 Rebalancing transfers do not count toward the 12 free transfers per year.)

 For purposes of the 12 free transfers per year that we allow, we will treat
 multiple transfers that are submitted on the same business day as a single
 transfer.

 ADDITIONAL TRANSFER RESTRICTIONS
 We limit your ability to transfer among your contract's variable investment
 options as permitted by applicable law. We impose a yearly restriction on
 transfers. Specifically, once you have made 20 transfers among the subaccounts
 during a contract year, we will accept any additional transfer request during
 that year only if the request is submitted to us in writing with an original
 signature and otherwise is in good order. For purposes of this transfer
 restriction, we (i) do not view a facsimile transmission as a "writing",
 (ii) will treat multiple transfer requests submitted on the same business day
 as a single transfer, and (iii) do not count any transfer that involves one of
 our systematic programs, such as asset allocation and automated withdrawals.

 Frequent transfers among variable investment options in response to short-term
 fluctuations in markets, sometimes called "market timing," can make it very
 difficult for a portfolio manager to manage an underlying mutual fund's
 investments. Frequent transfers may cause the fund to hold more cash than
 otherwise necessary, disrupt management strategies, increase transaction
 costs, or affect performance. For those reasons, the contract was not designed
 for persons who make programmed, large, or frequent transfers.

 In light of the risks posed to contract owners and other fund investors by
 frequent transfers, we reserve the right to limit the number of transfers in
 any contract year for all existing or new contract owners, and to take the
 other actions discussed below. We also reserve the right to limit the number
 of transfers in any contract year or to refuse any transfer request for an
 owner or certain owners if: (a) we believe that excessive transfer activity
 (as we define it) or a specific transfer request or group of transfer requests
 may have a detrimental effect on accumulation unit values or the share prices
 of the underlying mutual funds; or (b) we are informed by a fund (e.g., by the
 fund's portfolio manager) that the purchase or redemption of fund shares must
 be restricted because the fund believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected fund. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular underlying mutual fund. In furtherance of our
 general authority to restrict transfers as described above, and without
 limiting other actions we may take in the future, we have adopted the
 following specific restrictions:
..   With respect to each variable investment option (other than the Prudential
    Money Market Portfolio), we track amounts exceeding a certain dollar
    threshold that were transferred into the option. If you transfer such
    amount into a particular variable investment option, and within 30 calendar
    days thereafter transfer (the "Transfer Out") all or a portion of that
    amount into another variable investment option, then upon the Transfer Out,
    the former variable investment option becomes restricted (the "Restricted
    Option"). Specifically, we will not permit subsequent transfers into the
    Restricted Option for 90 calendar days after the Transfer Out if the
    Restricted Option invests in a non-international fund, or 180 calendar days
    after the Transfer Out if the Restricted Option invests in an international
    fund. For purposes of this rule, we do not (i) count transfers made in
    connection with one of our systematic programs, such as asset allocation
    and automated withdrawals and (ii) categorize as a transfer the first
    transfer that you make after the contract date, if you make that transfer
    within 30 calendar days after the contract date. Even if an amount becomes
    restricted under the foregoing rules, you are still free to redeem the
    amount from your contract at any time.
..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving a variable
    investment option on the business day subsequent to the business day on
    which the exchange request was received. Before implementing such a
    practice, we would issue a separate written notice to contract owners that
    explains the practice in detail. In addition, if we do implement a delayed
    exchange policy, we will apply the policy on a uniform basis to all
    contracts in the relevant class.
..   The portfolios may have adopted their own policies and procedures with
    respect to excessive trading of their respective shares, and we reserve the
    right to enforce these policies and procedures. The prospectuses for the
    portfolios describe any such policies and procedures, which may be more or
    less restrictive than the policies and procedures we have adopted. Under
    SEC rules, we are required to: (1) enter into a written agreement with each
    portfolio or its principal underwriter that obligates us to provide to the
    portfolio promptly upon request certain information about the trading
    activity of individual contract owners, and (2) execute instructions from
    the portfolio to restrict or prohibit further purchases or transfers by
    specific contract owners who violate the excessive trading policies
    established by the portfolio. In addition, you should be aware that some
    portfolios may receive "omnibus" purchase and redemption orders from other
    insurance companies or intermediaries such as retirement plans. The omnibus
    orders reflect the aggregation and netting of multiple orders from
    individual owners of variable insurance contracts and/or individual
    retirement plan participants. The omnibus nature of these orders may limit
    the portfolios in their ability to apply their excessive trading policies
    and procedures. In addition, the other insurance companies and/or
    retirement plans may have different policies and procedures or may not have
    any such policies and procedures because of contractual limitations. For
    these reasons, we cannot guarantee that the portfolios (and thus contract
    owners) will not be harmed by transfer activity relating to other insurance
    companies and/or retirement plans that may invest in the portfolios.

                                      38




..   A portfolio also may assess a short term trading fee in connection with a
    transfer out of the variable investment option investing in that portfolio
    that occurs within a certain number of days following the date of
    allocation to the variable investment option. Each portfolio determines the
    amount of the short term trading fee and when the fee is imposed. The fee
    is retained by or paid to the portfolio and is not retained by us. The fee
    will be deducted from your Contract Value, to the extent permitted by law.
    At present, no Portfolio has adopted a short-term trading fee.

..   If we deny one or more transfer requests under the foregoing rules, we will
    inform you promptly of the circumstances concerning the denial.
..   We will not implement these rules in jurisdictions that have not approved
    contract language authorizing us to do so, or may implement different rules
    in certain jurisdictions if required by such jurisdictions. Contract owners
    in jurisdictions with such limited transfer restrictions, and contract
    owners who own variable life insurance or variable annuity contracts
    (regardless of jurisdiction) that do not impose the above-referenced
    transfer restrictions, might make more numerous and frequent transfers than
    contract owners who are subject to such limitations. Because contract
    owners who are not subject to the same transfer restrictions may have the
    same underlying mutual fund portfolios available to them, unfavorable
    consequences associated with such frequent trading within the underlying
    mutual fund (e.g., greater portfolio turnover, higher transaction costs, or
    performance or tax issues) may affect all contract owners. Apart from
    jurisdiction-specific and contract differences in transfer restrictions, we
    will apply these rules uniformly, and will not waive a transfer restriction
    for any contract owner.

 Although our transfer restrictions are designed to prevent excessive
 transfers, they are not capable of preventing every potential occurrence of
 excessive transfer activity.

 DOLLAR COST AVERAGING
 The dollar cost averaging (DCA) feature (which is distinct from the DCA Fixed
 Rate Option) allows you to systematically transfer either a fixed dollar
 amount or a percentage out of any variable investment option and into any
 other variable investment options. You can have these automatic transfers
 occur monthly, quarterly, semiannually or annually. By investing amounts on a
 regular basis instead of investing the total amount at one time, dollar cost
 averaging may decrease the effect of market fluctuation on the investment of
 your purchase payment. Of course, dollar cost averaging cannot ensure a profit
 or protect against loss in declining markets.

 Transfers will be made automatically on the schedule you choose until the
 entire amount you chose to have transferred has been transferred or until you
 tell us to discontinue the transfers. You can allocate subsequent purchase
 payments to be transferred under this option at any time.

 Your transfers will occur on the last calendar day of each transfer period you
 have selected, provided that the New York Stock Exchange is open on that date.
 If the New York Stock Exchange is not open on a particular transfer date, the
 transfer will take effect on the next business day.

 Any dollar cost averaging transfers you make do not count toward the 12 free
 transfers you are allowed each contract year. The dollar cost averaging
 feature is available only during the contract accumulation phase and is
 offered without charge.

 ASSET ALLOCATION PROGRAM
 We recognize the value of having asset allocation models when deciding how to
 allocate your purchase payments among the investment options. If you choose to
 participate in the Asset Allocation Program, your representative will give you
 a questionnaire to complete that will help determine a program that is
 appropriate for you. Your asset allocation will be prepared based on your
 answers to the questionnaire. You will not be charged for this service, and
 you are not obligated to participate or to invest according to program
 recommendations.

 Asset allocation is a sophisticated method of diversification which allocates
 assets among classes in order to manage investment risk and enhance returns
 over the long term. However, asset allocation does not guarantee a profit or
 protect against a loss. You are not obligated to participate or to invest
 according to the program recommendations. We do not intend to provide any
 personalized investment advice in connection with these programs and you
 should not rely on these programs as providing individualized investment
 recommendations to you. The asset allocation programs do not guarantee better
 investment results. We reserve the right to terminate or change the asset
 allocation programs at any time. You should consult your representative before
 electing any asset allocation program.

 AUTO-REBALANCING
 Once you have allocated your money among the variable investment options, the
 actual performance of the investment options may cause your allocation to
 shift. For example, an investment option that initially holds only a small
 percentage of your assets could perform much better than another investment
 option. Over time, this option could increase to a larger percentage of your
 assets than you desire. You can direct us to automatically rebalance your
 assets to return to your original allocation percentage or to a subsequent
 allocation percentages you select. We will rebalance only the variable
 investment options that you have designated. If you also participate in the
 DCA feature, then the variable investment option from which you make the DCA
 transfers will not be rebalanced.

                                      39



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 You may choose to have your rebalancing occur monthly, quarterly,
 semiannually, or annually. The rebalancing will occur on the last calendar day
 of the period you have chosen, provided that the New York Stock Exchange is
 open on that date. If the New York Stock Exchange is not open on that date,
 the rebalancing will take effect on the next business day.

 Any transfers you make because of auto-rebalancing are not counted toward the
 12 free transfers you are allowed per year. This feature is available only
 during the contract accumulation phase, and is offered without charge. If you
 choose auto-rebalancing and dollar cost averaging, auto-rebalancing will take
 place after the transfers from your DCA account.

 SCHEDULED TRANSACTIONS

 Scheduled transactions include transfers under dollar cost averaging, the
 asset allocation program, auto-rebalancing, systematic withdrawals, systematic
 investments, required minimum distributions, substantially equal periodic
 payments under Section 72(t) or 72(q) of the Internal Revenue Code of 1986, as
 amended (Code), and annuity payments. Scheduled transactions are processed and
 valued as of the date they are scheduled, unless the scheduled day is not a
 business day. In that case, the transaction will be processed and valued on
 the next business day, unless (with respect to required minimum distributions,
 substantially equal periodic payments under Section 72(t) or 72(q) of the
 Code, and annuity payments only), the next business day falls in the
 subsequent calendar year, in which case the transaction will be processed and
 valued on the prior business day.


 VOTING RIGHTS
 We are the legal owner of the shares of the underlying mutual funds used by
 the variable investment options. However, we vote the shares of the mutual
 funds according to voting instructions we receive from contract owners. When a
 vote is required, we will mail you a proxy which is a form that you need to
 complete and return to us to tell us how you wish us to vote. When we receive
 those instructions, we will vote all of the shares we own on your behalf in
 accordance with those instructions. We will vote fund shares for which we do
 not receive instructions, and any other shares that we own in our own right,
 in the same proportion as shares for which we receive instructions from
 contract owners. This voting procedure is sometimes referred to as "mirror
 voting" because, as indicated in the immediately preceding sentence, we mirror
 the votes that are actually cast, rather than decide on our own how to vote.
 In addition, because all the shares of a given mutual fund held within our
 separate account are legally owned by us, we intend to vote all of such shares
 when that underlying fund seeks a vote of its shareholders. As such, all such
 shares will be counted towards whether there is a quorum at the underlying
 fund's shareholder meeting and towards the ultimate outcome of the vote. We
 may change the way your voting instructions are calculated if it is required
 or permitted by federal or state regulation.

 SUBSTITUTION
 We may substitute one or more of the underlying mutual funds used by the
 variable investment options. We may also cease to allow investments in
 existing funds. We would not do this without the approval of the Securities
 and Exchange Commission (SEC) and any necessary state insurance departments.
 You will be given specific notice in advance of any substitution we intend to
 make.

 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION)

 PAYMENT PROVISIONS
 We can begin making annuity payments any time on or after the third contract
 anniversary (or as required by state law if different). Annuity payments must
 begin no later than the contract anniversary coinciding with or next following
 the annuitant's 95/th/ birthday (unless we agree to another date). (Under the
 original version of the contract, annuity payments must begin no later than
 the contract anniversary coinciding with or next following the annuitant's
 90/th/ birthday).

 The Strategic Partners Plus variable annuity contract offers an optional
 Guaranteed Minimum Income Benefit, which we describe below. Your annuity
 options vary depending upon whether you choose this benefit.

 Depending upon the annuity option you choose, you may incur a withdrawal
 charge when the income phase begins. Currently, if permitted by state law, we
 deduct any applicable withdrawal charge if you choose Option 1 for a period
 shorter than five years, Option 3, or certain other annuity options that we
 may make available. We do not deduct a withdrawal charge if you choose Option
 1 for a period of five years or longer or Option 2. For information about
 withdrawal charges, see Section 7, "What Are The Expenses Associated With The
 Strategic Partners Plus Contract?" In addition, if you have purchased the
 Contract With Credit, we will take back any credits that have not vested when
 you begin the income phase. See "Credits," in Section 5.


 Please note that annuitization essentially involves converting your Contract
 Value to an annuity payment stream, the length of which depends on the erms of
 the applicable annuity option. Thus, once annuity payments begin, your death
 benefit is determined solely under the terms of the applicable annuity payment
 option, and you no longer participate in any optional living benefit (unless
 you have annuitized under that benefit).


                                      40



 PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT
 We make the income plans described below available at any time before the
 annuity date. These plans are called "annuity options" or "settlement
 options." During the income phase, all of the annuity options under this
 contract are fixed annuity options. This means that participation in the
 variable investment options ends on the annuity date. If an annuity option is
 not selected by the annuity date, the Life Income Annuity Option (Option 2,
 described below) will automatically be selected for you unless prohibited by
 applicable law. GENERALLY, ONCE THE ANNUITY PAYMENTS BEGIN, THE ANNUITY OPTION
 CANNOT BE CHANGED AND YOU CANNOT MAKE WITHDRAWALS. IN ADDITION TO THE ANNUITY
 PAYMENT OPTIONS DISCUSSED IN THIS SECTION, PLEASE NOTE THAT IF YOU CHOOSE THE
 OPTIONAL LIFETIME FIVE INCOME BENEFITS, THERE ARE ADDITIONAL ANNUITY PAYMENT
 OPTIONS THAT ARE ASSOCIATED WITH THAT BENEFIT. SEE SECTION 5 OF THIS
 PROSPECTUS FOR ADDITIONAL DETAILS.

 Option 1
 Annuity Payments for a Fixed Period: Under this option, we will make equal
 payments for the period chosen, up to 25 years (but not to exceed life
 expectancy). The annuity payments may be made monthly, quarterly,
 semiannually, or annually, as you choose, for the fixed period. If the
 annuitant dies during the income phase, payments will continue to the
 beneficiary for the remainder of the fixed period or, if the beneficiary so
 chooses, we will make a single lump sum payment. The amount of the lump sum
 payment is determined by calculating the present value of the unpaid future
 payments. This is done by using the interest rate used to compute the actual
 payments. The interest rate will be at least 3% a year.

 Option 2
 Life Income Annuity Option: Under this option, we will make annuity payments
 monthly, quarterly, semiannually, or annually as long as the annuitant is
 alive. If the annuitant dies before we have made 10 years worth of payments,
 we will pay the beneficiary in one lump sum the present value of the annuity
 payments scheduled to have been made over the remaining portion of that 10
 year period, unless we were specifically instructed that such remaining
 annuity payments continue to be paid to the beneficiary. The present value of
 the remaining annuity payments is calculated by using the interest rate used
 to compute the amount of the original 120 payments. The interest rate will be
 at least 3% a year.

 If an annuity option is not selected by the annuity date, this is the option
 we will automatically select for you, unless prohibited by applicable law. If
 the life income annuity option is prohibited by applicable law, then we will
 pay you a lump sum in lieu of this option.

 Option 3
 Interest Payment Option: Under this option, we will credit interest on the
 adjusted Contract Value until you request payment of all or part of the
 adjusted Contract Value. We can make interest payments on a monthly,
 quarterly, semiannual, or annual basis or allow the interest to accrue on your
 contract assets. Under this option, we will pay you interest at an effective
 rate of at least 3% a year. This option is not available if you hold your
 contract in an IRA.

 Under this option, all gain in the annuity will be taxable as of the annuity
 date, however, you can withdraw part of or all of the Contract Value that we
 are holding at any time.

 Other Annuity Options
 We currently offer a variety of other annuity options not described above. At
 the time annuity payments are chosen, we may make available to you any of the
 fixed annuity options then offered at your annuity date.

 TAX CONSIDERATIONS
 If your contract is held under a tax-favored plan, you should consider the
 required minimum distribution rules under the tax law when selecting your
 annuity option.

 GUARANTEED MINIMUM INCOME BENEFIT
 The Guaranteed Minimum Income Benefit (GMIB), is an optional feature that
 guarantees that once the income period begins, your income payments will be no
 less than the GMIB protected value applied to the GMIB guaranteed annuity
 purchase rates. If you want the Guaranteed Minimum Income Benefit, you must
 elect it when you make your initial purchase payment. Once elected, the
 Guaranteed Minimum Income Benefit must be continued until at least the end of
 the seventh contract year. If, after the seventh contract year, you decide to
 stop participating in the GMIB, you may do so (if permitted by state law) but
 you will not be able to reinstate it. This feature may not be available in
 your state. You may not elect both GMIB and the Lifetime Five Income Benefit.

 The Guaranteed Minimum Income Benefit is subject to certain restrictions
 described below.

..   The annuitant must be 70 or younger in order for you to elect the
    Guaranteed Minimum Income Benefit, and you must also participate in the
    Guaranteed Minimum Death Benefit.

                                      41



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued

..   If you choose the Guaranteed Minimum Income Benefit, we will impose an
    annual charge equal to 0.25% of the average GMIB protected value described
    below. The maximum GMIB charge is 1.00% of average GMIB protected value.
    Please note that the charge is calculated based on average GMIB protected
    value, not Contract Value. Thus, for example, the fee would not decline on
    account of a reduction in Contract Value.
..   TO TAKE ADVANTAGE OF THE GUARANTEED MINIMUM INCOME BENEFIT, YOU MUST WAIT A
    CERTAIN AMOUNT OF TIME BEFORE YOU BEGIN THE INCOME PHASE. THE LENGTH OF
    THAT WAITING PERIOD DEPENDS UPON THE AGE OF THE ANNUITANT (OR, IF THERE IS
    A CO-ANNUITANT AS WELL, THE AGE OF THE OLDER OF THE TWO) AS SHOWN IN THE
    FOLLOWING CHART:



                                    Contract Anniversary
                       Age at Issue      When GMIB
                       of Contract   Becomes Available
                       ---------------------------------
                                 
                           0-45              15
                       ---------------------------------
                            46               14
                       ---------------------------------
                            47               13
                       ---------------------------------
                            48               12
                       ---------------------------------
                            49               11
                       ---------------------------------
                        50 or more           10
                       ---------------------------------


 Once that waiting period has elapsed, you will have a 30-day period each year,
 beginning on the contract anniversary, during which you may begin the income
 phase with the Guaranteed Minimum Income Benefit by submitting the necessary
 forms in good order to the Prudential Annuity Service Center.

 EFFECT OF WITHDRAWALS
 The protected value will equal the "roll-up value," which is the total of all
 invested purchase payments compounded daily at an effective annual rate of 5%,
 subject to a cap of 200% of all invested purchase payments. Both the roll-up
 and the cap are reduced proportionally by withdrawals. When the roll-up" value
 no longer increases, your protected value will continue to increase by any
 subsequent invested purchase payments, and reduce by the effect of any
 withdrawals.

 Payout Amount
 The Guaranteed Minimum Income Benefit payout amount is based on the age and
 sex (where applicable) of the annuitant (and, if there is one, the
 co-annuitant). After we first deduct a charge for any applicable premium taxes
 that we are required to pay, the payout amount will equal the greater of:

 1) the GMIB protected value as of the date you exercise the GMIB payout
    option, applied to the GMIB guaranteed annuity purchase rates (which are
    generally less favorable than the annuity purchase rates for annuity
    payments not involving GMIB) and based on the annuity payout option as
    described below, or

 2) the adjusted Contract Value--that is, the value of the contract minus any
    charge we impose for premium taxes and withdrawal charges--as of the date
    you exercise the GMIB payout option applied to the current annuity purchase
    rates then in use.

 GMIB Annuity Payout Options
 We currently offer two Guaranteed Minimum Income Benefit annuity payout
 options. Each option involves payment for at least a "period certain." In
 calculating the amount of the payments under the GMIB, we apply certain
 assumed interest rates, equal to 3% annually for a waiting period of 10-14
 years, and 3.5% annually for waiting periods of 15 years or longer.

 GMIB Option 1
 Single Life Payout Option: We will make monthly payments for as long as the
 annuitant lives, with payments for a period certain. We will stop making
 payments after the later of the death of the annuitant or the end of the
 period certain.

 GMIB Option 2
 Joint Life Payout Option: In the case of an annuitant and co-annuitant, we
 will make monthly payments for the joint lifetime of the annuitant and
 co-annuitant, with payments for a period certain. If the co-annuitant dies
 first, we will continue to make payments until the later of the death of the
 annuitant and the end of the period certain. If the annuitant dies first, we
 will continue to make payments until the later of the death of the
 co-annuitant and the end of the period certain, but if the period certain ends
 first, we will reduce the amount of each payment to 50% of the original amount.

                                      42



 You have no right to withdraw amounts early under either GMIB payout option.
 We may make other payout frequencies available, such as quarterly,
 semi-annually or annually.

 The "period certain" for the Guaranteed Minimum Income Benefit depends upon
 the annuitant's age on the date you exercise the GMIB payout option:



                           -------------------------
                              Age     Period Certain
                                   
                           -------------------------
                           80 or less    10 years
                           -------------------------
                               81        9 years
                           -------------------------
                               82        8 years
                           -------------------------
                               83        7 years
                           -------------------------
                               84        6 years
                           -------------------------
                           85 or more    5 years


 Because we do not impose a new waiting period for each subsequent purchase
 payment, if you choose the Guaranteed Minimum Income Benefit, we reserve the
 right to limit subsequent purchase payments if we discover that by the timing
 of your purchase payments, your GMIB protected value is increasing in ways we
 did not intend. In determining whether to limit purchase payments, we will
 look at purchase payments which are disproportionately larger than your
 initial purchase payment and other actions that may artificially increase the
 GMIB protected value. Certain state laws may prevent us from limiting your
 subsequent purchase payments. You must exercise one of the GMIB payout options
 described above no later than 30 days after the contract anniversary
 coinciding with or next following the annuitant's attainment of age 90 (with
 respect to the original version of the contract) and age 95 (with respect to
 the later version of the contract).

 You should note that GMIB is designed to provide a type of insurance that
 serves as a safety net only in the event that your Contract Value declines
 significantly due to negative investment performance. If your Contract Value
 is not significantly affected by negative investment performance, it is
 unlikely that the purchase of GMIB will result in your receiving larger
 annuity payments than if you had not purchased GMIB. This is because the
 assumptions that we use in computing the GMIB, such as the annuity purchase
 rates, (which include assumptions as to age-setbacks and assumed interest
 rates), are more conservative than the assumptions that we use in computing
 non-GMIB annuity payout options. Therefore, you may generate higher income
 payments if you were to annuitize a lower Contract Value at the current
 annuity purchase rates, than if you were to annuitize under the GMIB with a
 higher GMIB protected value than your Contract Value but at the annuity
 purchase rates guaranteed under the GMIB.

 HOW WE DETERMINE ANNUITY PAYMENTS
 Generally speaking, the annuity phase of the contract involves our
 distributing to you in increments the value that you have accumulated. We make
 these incremental payments either over a specified time period (e.g., 15
 years) (fixed period annuities) or for the duration of the life of the
 annuitant (and possibly co-annuitant) (life annuities). There are certain
 assumptions that are common to both fixed period annuities and life annuities.
 In each type of annuity, we assume that the value you apply at the outset
 toward your annuity payments earns interest throughout the payout period. For
 annuity options within the GMIB, this interest rate ranges from 3% to 3.5%.
 For non-GMIB annuity options, the guaranteed minimum rate is 3%. The GMIB
 guaranteed annuity purchase rates in your contract depict the minimum amounts
 we will pay (per $1000 of adjusted Contract Value). If our current annuity
 purchase rates on the annuity date are more favorable to you than the
 guaranteed rates, we will make payments based on those more favorable rates.

 Other assumptions that we use for life annuities and fixed period annuities
 differ, as detailed in the following overview:

 Fixed Period Annuities
 Currently, we offer fixed period annuities only under the non-GMIB annuity
 options. Generally speaking, in determining the amount of each annuity payment
 under a fixed period annuity, we start with the adjusted Contract Value, add
 interest assumed to be earned over the fixed period, and divide the sum by the
 number of payments you have requested. The life expectancy of the annuitant
 and co-annuitant are relevant to this calculation only in that we will not
 allow you to select a fixed period that exceeds life expectancy.

 Life Annuities
 There are more variables that affect our calculation of life annuity payments.
 Most importantly, we make several assumptions about the annuitant's or co-
 annuitant's life expectancy, including the following:
..   The Annuity 2000 Mortality Table is the starting point for our life
    expectancy assumptions. This table anticipates longevity of an insured
    population based on historical experience and reflecting anticipated
    experience for the year 2000.

                                      43



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued


 Guaranteed and GMIB Annuity Payments
 Because life expectancy has lengthened over the past few decades, and likely
 will increase in the future, our life annuity calculations anticipate these
 developments. We do this largely by making a hypothetical reduction in the age
 of the annuitant (or co-annuitant), in lieu of using the annuitant's (or
 co-annuitant's) actual age, in calculating the payment amounts. By using such
 a reduced age, we base our calculations on a younger person, who generally
 would live longer and therefore draw life annuity payments over a longer time
 period. Given the longer pay-out period, the payments made to the younger
 person would be less than those made to an older person. We make two such age
 adjustments:

 1. First, for all annuities, we start with the age of the annuitant (or
    co-annuitant) on his/her most recent birthday and reduce that age by two
    years, with respect to guaranteed payments.

 2. Second, for life annuities under GMIB as well as guaranteed payments under
    life annuities not involving GMIB, we make a further age reduction
    according to the table in your contract entitled "Translation of Adjusted
    Age." As indicated in the table, the further into the future the first
    annuity payment is, the longer we expect the person receiving those
    payments to live, and the more we reduce the annuitant's (or
    co-annuitant's) age.

 Current Annuity Payments
 Immediately above, we have referenced how we determine annuity payments based
 on "guaranteed" annuity purchase rates. By "guaranteed" annuity purchase
 rates, we mean the minimum annuity purchase rates that are set forth in your
 annuity contract and thus contractually guaranteed by us. "Current" annuity
 purchase rates, in contrast, refer to the annuity purchase rates that we are
 applying to contracts that are entering the annuity phase at a given point in
 time. These current annuity purchase rates vary from period to period,
 depending on changes in interest rates and other factors. We do not guarantee
 any particular level of current annuity purchase rates. When calculating
 current annuity purchase rates, we use the actual age of the annuitant (or
 co-annuitant), rather than any reduced age.

 4: WHAT IS THE DEATH BENEFIT?
 The Death Benefit Feature Protects The Contract Value For The Beneficiary.

 BENEFICIARY
 The beneficiary is the person(s) or entity you name to receive any death
 benefit. You name the beneficiary at the time the contract is issued, unless
 you change it at a later date. Unless an irrevocable beneficiary has been
 named, during the accumulation period you can change the beneficiary at any
 time before the owner dies. However, if the contract is jointly owned, the
 owner must name the joint owner and the joint owner must name the owner as the
 beneficiary. For entity-owned contracts, we pay a death benefit upon the death
 of the annuitant.

 CALCULATION OF THE DEATH BENEFIT
 If the sole owner dies during the accumulation phase, we will, upon receiving
 appropriate proof of death and any other needed documentation in good order
 (proof of death), pay a death benefit to the beneficiary designated by the
 owner. If the owner and joint owner are spouses, we will pay this death
 benefit upon the death of the last surviving spouse who continues the contract
 as sole owner.

 Upon receiving appropriate proof of death, the beneficiary will receive the
 greater of the following:

 1) The current Contract Value (as of the time we receive proof of death in
    good order). If you have purchased the Contract With Credit, we will first
    deduct any credit corresponding to a purchase payment made later than one
    year prior to death.

 2) Either the base death benefit, which equals the total purchase payments you
    have made less any withdrawals, or, if you have chosen a Guaranteed Minimum
    Death Benefit (GMDB), the GMDB protected value.

 GUARANTEED MINIMUM DEATH BENEFIT
 Under the newer version of the contracts, you may elect the base death benefit
 if you are 85 or younger. Under both versions of the contracts described in
 this prospectus, you may elect a Guaranteed Minimum Death Benefit if you are
 75 or younger.

 The Guaranteed Minimum Death Benefit provides for the option to receive an
 enhanced death benefit upon the death of the sole or last surviving owner
 during the accumulation phase.

                                      44



 The GMDB protected value option can be equal to the:
..   GMDB roll-up
..   GMDB step-up, or

..   Greater of the GMDB roll-up and the GMDB step-up.


 The GMDB protected value is calculated daily.

 GMDB Roll-Up
 The GMDB roll-up value is equal to the invested purchase payments, increased
 daily at an effective annual rate of 5% starting on the date that each
 invested purchase payment is made. Both the GMDB roll-up and the cap value
 will increase by subsequent invested purchase payments and reduce
 proportionally by withdrawals.

 GMDB Step-Up
 The step-up value equals the highest value of the contract on any contract
 anniversary date--that is, on each contract anniversary, the new step-up value
 becomes the higher of the previous step-up value and the current Contract
 Value. Between anniversary dates, the step-up value is only increased by
 additional invested purchase payments and reduced proportionally by
 withdrawals.

 If an owner who has purchased a Contract With Credit makes any purchase
 payment later than one year prior to death, we will adjust the death benefit
 to take back any non-vested credit corresponding to that purchase payment.

 Greater of Step-up and Roll-up Guaranteed Minimum Death Benefit
 Under this option, the protected value is equal to the greater of the step-up
 value and the roll-up value.

 If you have chosen a Guaranteed Minimum Death Benefit option and death occurs
 on or after age 80, the beneficiary will receive the greater of: 1) the
 current Contract Value as of the date that proof of death is received, and 2)
 the protected value of that death benefit as of age 80, reduced proportionally
 by any withdrawals and increased by subsequent purchase payments. For this
 purpose, an owner is deemed to reach age 80 on the contract anniversary on or
 following the owner's actual 80/th/ birthday (or if there is a joint owner,
 the contract anniversary on or following the older owner's actual 80/th/
 birthday).

 Here is an example of a proportional reduction:

 The current Contract Value is $100,000 and the protected value is $80,000. The
 owner makes a withdrawal that reduces the Contract Value by 25% (including the
 effect of any withdrawal charges). The new protected value is $60,000, or 75%
 of what it was before the withdrawal.

 Special rules apply if the beneficiary is the spouse of the owner, and the
 contract does not have a joint owner. In that case, upon the death of the
 owner, the spouse will have the choice of the following:

..   If the sole beneficiary under the contract is the owner's spouse, and the
    other requirements of the Spousal Continuance Option are met, then the
    contract can continue, and the spouse will become the new owner of the
    contract; or

..   The spouse can receive the death benefit. If the spouse does wish to
    receive the death benefit, he or she must make that choice within the first
    60 days following our receipt of proof of death. Otherwise, the contract
    will continue with the spouse as owner.

 If ownership of the contract changes as a result of the owner assigning it to
 someone else, we will reset the value of the death benefit to equal the
 Contract Value on the date the change of ownership occurs, and for purposes of
 computing the future death benefit, we will treat that Contract Value as a
 purchase payment occurring on that date.

 Depending on applicable state law, some death benefit options may not be
 available or may be subject to certain restrictions under your contract.

 SPECIAL RULES IF JOINT OWNERS
 If the contract has an owner and a joint owner and they are spouses at the
 time that one dies, the surviving spouse has the choice of the following:
..   The contract can continue, with the surviving spouse as the sole owner of
    the contract; or
..   The surviving spouse can receive the adjusted Contract Value and the
    contract will end. If the surviving spouse does wish to receive the
    adjusted Contract Value, he or she must make that choice within the first
    60 days following our receipt of proof of death. Otherwise, the contract
    will continue with the surviving spouse as the sole owner.

 If the contract has an owner and a joint owner, and they are not spouses at
 the time that one dies, the contract will not continue. Instead, the
 beneficiary will receive the adjusted Contract Value.

 Joint ownership may not be allowed in your state.

                                      45



 4: WHAT IS THE DEATH BENEFIT? continued


 PAYOUT OPTIONS

 Originally, a beneficiary could, within 60 days of providing proof of death,
 take the death benefit as follows:


 Choice 1. Lump sum payment of the death benefit. If the beneficiary does not
 choose a payout option within sixty days, the beneficiary will receive this
 payout option.

 Choice 2. The payment of the entire death benefit within a period of 5 years
 from the date of death of the first-to-die of the owner or joint owner.

 The entire death benefit will include any increases or losses resulting from
 the performance of the variable or fixed interest rate options during this
 period. During this period the beneficiary may: reallocate the Contract Value
 among the variable, fixed interest rate, or the market value adjustment
 options; name a beneficiary to receive any remaining death benefit in the
 event of the beneficiary's death; and make withdrawals from the Contract
 Value, in which case, any such withdrawals will not be subject to any
 withdrawal charges. However, the beneficiary may not make any purchase
 payments to the contract.

 During this 5 year period, we will continue to deduct from the death benefit
 proceeds the charges and costs that were associated with the features and
 benefits of the contract. Some of these features and benefits may not be
 available to the beneficiary, such as the Guaranteed Minimum Income Benefit.

 Choice 3. Payment of the death benefit under an annuity or annuity settlement
 option over the lifetime of the beneficiary or over a period not extending
 beyond the life expectancy of the beneficiary with distribution beginning
 within one year of the date of death of the owner.

 If the owner and joint owner are spouses, any portion of the death benefit not
 applied under Choice 3 within one year of the date of death of the first to
 die must be distributed within five years of that date of death.

 The tax consequences to the beneficiary vary among the three death benefit
 payout options. See Section 9, "What Are The Tax Considerations Associated
 With The Strategic Partners Plus Contract?"


 With respect to death benefits paid on or after March 19, 2007, unless the
 surviving spouse opts to continue the contract (or spousal continuance is
 required under the terms of your contract), a beneficiary of the death benefit
 may, within 60 days of providing proof of death, also take the death benefit
 as indicated above, or as follows:

  .   As a lump sum. If the beneficiary does not choose a payout option within
      sixty days, the beneficiary will be paid in this manner; or
  .   As payment of the entire death benefit within a period of 5 years from
      the date of death; or
  .   As a series of payments not extending beyond the life expectancy of the
      beneficiary, or over the life of the beneficiary. Payments under this
      option must begin within one year of the date of death; or
  .   As the beneficiary continuation option, described immediately below.

 Beneficiary Continuation Option

 Instead of receiving the death benefit in a single payment, or under an
 annuity option, a beneficiary may also take the death benefit under an
 alternative death benefit payment option, as provided by the Code. This
 "Beneficiary Continuation Option" is described below and is only available for
 an IRA, Roth IRA, SEP IRA, 403(b), or a non-qualified contract.

 Under the Beneficiary Continuation Option:

..   The Owner's contract will be continued in the Owner's name, for the benefit
    of the beneficiary.
..   The beneficiary will be charged an amount equal to 1.00% daily against the
    average daily net assets allocated to the variable investment options.
..   The beneficiary will incur an annual maintenance fee equal to the lesser of
    $30 or 2% of Contract Value if the Contract Value is less than $25,000 at
    the time the fee is assessed. The fee will not apply if it is assessed 30
    days prior to a surrender request.
..   The initial Contract Value will be equal to any death benefit (including
    any optional death benefit) that would have been payable to the beneficiary
    if they had taken a lump sum distribution.
..   The available variable investment options will be among those available to
    the Owner at the time of death, however certain variable investment options
    may not be available.
..   The beneficiary may request transfers among variable investment options,
    subject to the same limitations and restrictions that applied to the Owner.
    Transfers in excess of 20 per year will incur a $10 transfer fee.


..   No additional Purchase Payments can be applied to the contract.
..   The basic death benefit and any optional benefits elected by the Owner will
    no longer apply to the beneficiary.

                                      46




..   The beneficiary can request a withdrawal of all or a portion of the
    Contract Value at any time without application of any applicable CDSC
    unless the Beneficiary Continuation Option was the payout predetermined by
    the owner and the owner restricted the beneficiary's withdrawal rights.

..   Withdrawals are not subject to CDSC.
..   Upon the death of the beneficiary, any remaining Contract Value will be
    paid in a lump sum to the person(s) named by the beneficiary, unless the
    beneficiary named a successor who may continue receiving payments.

 Currently only investment options corresponding to Portfolios of the Advanced
 Series Trust and the Prudential Money Market Portfolio of The Prudential
 Series Fund are available under the Beneficiary Continuation Option.

 Your beneficiary will be provided with a prospectus and a settlement agreement
 that will describe this option. Please contact us for additional information
 on the availability, restrictions and limitations that will apply to a
 beneficiary under the beneficiary continuation option. We may pay compensation
 to the selling broker-dealer based on amounts held in the Beneficiary
 Continuation Option.


 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS - CONTRACTS OWNED BY INDIVIDUALS
 (NOT ASSOCIATED WITH TAX-FAVORED PLANS)

 Except in the case of spousal continuance as described below, upon your death,
 certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.

 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the annuity date, the death benefit must be
 distributed:
  .   by December 31/st/ of the year including the five year anniversary of the
      date of death; or
  .   as a series of annuity payments not extending beyond the life expectancy
      of the beneficiary or over the life of the beneficiary. Payments under
      this option must begin within one year of the date of death.

 Unless you have made an election prior to death benefit proceeds becoming due,
 a beneficiary can elect to receive the death benefit proceeds under the
 Beneficiary Continuation Option as described above in the section entitled
 "Beneficiary Continuation Option," or as a series of fixed annuity payments.
 See the section entitled "What Kind of Payments Will I Receive During the
 Income Phase?"


 Alternative Death Benefit Payment Options - Contracts Held by Tax-Favored Plans

 The Code provides for alternative death benefit payment options when a
 contract is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated beneficiary may generally elect to
 continue the contract and receive Required Minimum Distributions under the
 contract, instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the beneficiary is your surviving
 spouse.

..   If you die after a designated beneficiary has been named, the death benefit
    must be distributed by December 31/st/ of the year including the five year
    anniversary of the date of death, or as periodic payments not extending
    beyond the life or life expectancy of the designated beneficiary (provided
    such payments begin by December 31/st/ of the year following the year of
    death). However, if your surviving spouse is the beneficiary, the death
    benefit can be paid out over the life or life expectancy of your spouse
    with such payments beginning no later than December 31/st/ of the year
    following the year of death or December 31/st/ of the year in which you
    would have reached age 70 1/2, which ever is later. Additionally, if the
    contract is payable to (or for the benefit of) your surviving spouse, that
    portion of the contract may be continued with your spouse as the owner.
..   If you die before a designated beneficiary is named and before the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out within five years from the date of death. For contracts
    where multiple beneficiaries have been named and at least one of the
    beneficiaries does not qualify as a designated beneficiary and the account
    has not been divided into separate accounts by December 31/st/ of the year
    following the year of death, such contract is deemed to have no designated
    beneficiary.
..   If you die before a designated beneficiary is named and after the date
    Required Minimum Distributions must begin under the Code, the death benefit
    must be paid out at least as rapidly as under the method then in effect.
    For contracts where multiple beneficiaries have been named and at least one
    of the beneficiaries does not qualify as a designated beneficiary and the
    account has not been divided into separate accounts by December 31/st/ of
    the year following the year of death, such contract is deemed to have no
    designated beneficiary.


                                      47



 4: WHAT IS THE DEATH BENEFIT? continued



 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.


 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the Minimum Distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date Required Minimum Distributions must begin under
 the Code.

 The tax consequences to the beneficiary may vary among the different death
 benefit payment options. See the Tax Considerations section of this
 prospectus, and consult your tax advisor.

 EARNINGS APPRECIATOR BENEFIT
 The Earnings Appreciator Benefit is an optional, supplemental death benefit
 that provides a benefit payable upon the death of the sole or last surviving
 owner during the accumulation phase. Any Earnings Appreciator Benefit payment
 we make will be in addition to any other death benefit payment we make under
 the contract. This feature may not be available in your state. You must be 75
 or younger in order to elect the Earnings Appreciator Benefit.

 An Earnings Appreciator Benefit is calculated for each purchase payment you
 make. Your total Earnings Appreciator Benefit is the sum of the Earnings
 Appreciator Benefits for all of your purchase payments.

 If the owner (or older of owner and joint owner if there is a joint owner) is
 younger than age 66 on the date the application is signed, the Earnings
 Appreciator Benefit for each purchase payment is 45% of the lesser of:
..   The adjusted purchase payment (which means the invested purchase payment
    adjusted for partial withdrawals); or
..   Earnings attributed to that adjusted purchase payment.

 If the owner (or older of owner and joint owner if there is a joint owner) is
 age 66 or older (and younger than age 76) on the date the application is
 signed, the Earnings Appreciator Benefit for each purchase payment is 25% of
 the lesser of:
..   The adjusted purchase payment (which means the invested purchase payment
    adjusted for partial withdrawals); or
..   Earnings attributed to that adjusted purchase payment.

 The following rules apply to the calculation of the benefit:
  .   Each "adjusted purchase payment" is the invested purchase payment reduced
      pro-rata by any subsequent withdrawals. Reduction on a pro-rata basis
      means that we calculate the percentage of your current Contract Value
      being withdrawn and reduce each adjusted purchase payment made prior to
      the withdrawal by that percentage. For example, if your Contract Value is
      $40,000 and you withdraw $10,000, you have withdrawn 25% of your Contract
      Value. If you have two adjusted purchase payments prior to the withdrawal
      ($10,000 and $20,000), each of those adjusted purchase payments would be
      reduced by 25% (to $7,500 and $15,000). The amount of earnings allocated
      to each adjusted purchase payment is also reduced by the same percentage.
      These calculations, therefore, do not depend on the actual investment
      option from which the withdrawal is made, and they are different
      calculations than those that apply for other reasons under the contract,
      such as for the withdrawal charge or for tax purposes.
  .   Earnings are periodically allocated to each adjusted purchase payment on
      a pro-rata basis. We calculate the amount of earnings since the last
      earnings allocation and we allocate those earnings proportionately among
      the adjusted purchase payments (based on the amount of each adjusted
      purchase payment plus the earnings previously allocated to that adjusted
      purchase payment). For example, if you have two adjusted purchase
      payments--one with an adjusted purchase payment and allocated earnings of
      $30,000 and the other with an adjusted purchase payment and allocated
      earnings of $20,000 (therefore 60% and 40% of the total
      respectively)--and your contract has earned $5,000 since the last
      calculation, 60% of the earnings ($3,000) will be allocated to the first
      adjusted purchase payment and 40% of the earnings ($2,000) will be
      allocated to the second adjusted purchase payment. This calculation,
      therefore, does not apply different rates of return to different purchase
      payments based on the investment options in which the particular purchase
      payment was invested. When allocating earnings at the time of a death
      benefit payment, we will first deduct from earnings the amount of any
      charges deducted and credit recaptured from your contract Value at that
      time.

  .   Under the Spousal Continuance Option, we will not allow the surviving
      spouse to continue the Earnings Appreciator Benefit (or bear the charge
      associated with that benefit) if that owner is age 76 or older when
      Spousal Continuance is activated. If the surviving spouse does continue
      the Earnings Appreciator Benefit, then we will calculate the benefit
      payable upon the surviving spouse's death in the same manner as discussed
      above, except that we will treat the Contract Value (as adjusted to
      reflect the Spousal Continuance Option) as the first adjusted purchase
      payment against which the Earnings Appreciator percentages are applied.


                                      48



 See Appendix B for examples of the benefit calculations.

 TERMINATING THE EARNINGS APPRECIATOR BENEFIT
 The Earnings Appreciator Benefit will terminate on the earliest of:
..   the date you make a total withdrawal from the contract,

..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Option,

..   the date the contract terminates, or
..   the date you annuitize the contract.

 Upon termination of the Earnings Appreciator Benefit, we cease imposing the
 associated charge.


 SPOUSAL CONTINUANCE OPTION
 This is an option that, depending on the contract options chosen, can give the
 owner's surviving spouse a stepped-up account value upon the owner's death.
 Any person who buys a contract and meets our eligibility criteria for this
 benefit receives the benefit without charge. The benefit must be selected
 within 60 days of the owner's death, and may not be available under all
 contracts. The benefit described in this section applies only to the later
 version of this contract. Under the original version of this contract, no
 stepped-up Contract Value is available to a surviving spouse who continues the
 contract.

 We offer the Spousal Continuance Option only if each of the following
 conditions is present on the date we receive proof of the owner's death: 1)
 there is only one owner of the contract and that owner is the sole annuitant,
 2) there is only one beneficiary, 3) the beneficiary is the owner's spouse, 4)
 the surviving spouse is not older than 95 on that date, and 5) the surviving
 spouse becomes the new owner and annuitant. The contract may not be continued
 upon the death of a spouse who had assumed ownership of the contract through
 the exercise of the Spousal Continuance Option.

 Under the Spousal Continuance Option, we impose no withdrawal charge at the
 time of the owner's death, and we will not impose any withdrawal charges on
 the surviving spouse with respect to the withdrawal of purchase payments made
 by the owner prior to the activation of the benefit. However, we will continue
 to impose withdrawal charges with respect to purchase payments made by the
 surviving spouse as new owner.

 IF YOU HAVE NOT SELECTED THE GUARANTEED MINIMUM DEATH BENEFIT FEATURE (I.E.,
 YOU HAVE THE BASE DEATH BENEFIT), then upon the activation of the Spousal
 Continuance Option, we will adjust the Contract Value, as of the date of our
 receipt of proof of death, to equal the greater of the following: 1) the
 Contract Value as of the date of our receipt of proof of death or 2) the sum
 of all invested purchase payments (adjusted for withdrawals) made prior to the
 date on which we receive proof of the owner's death. We will add the amount of
 any Earnings Appreciator Benefit that you have selected to each of the amounts
 specified immediately above.

 IF YOU HAVE SELECTED THE GUARANTEED MINIMUM DEATH BENEFIT FEATURE WITH THE
 ROLL-UP OPTION, then upon the activation of the Spousal Continuance Option, we
 will adjust the Contract Value, as of the date of our receipt of proof of
 death, to equal the greater of the following: 1) the Contract Value as of the
 date of our receipt of proof of death, or 2) the roll-up value. We will add
 the amount of any Earnings Appreciator Benefit that you have selected to each
 of the amounts specified immediately above. When the Spousal Continuance
 Option is activated by a surviving spouse who is younger than 80, we will
 adjust the roll-up value under the surviving spouse's contract to equal the
 Contract Value (adjusted, as described immediately above). In addition, in
 that case we will reset the surviving spouse's roll-up cap to equal 200% of
 the Contract Value (adjusted, as described immediately above). We make no
 adjustment to the roll-up value or the roll-up cap if the surviving spouse is
 80 or older, except to account for additional purchase payments and to reduce
 the roll-up value proportionately by withdrawals. If the surviving spouse was
 younger than 80 at the owner's death, then we will continue to increase the
 roll-up value annually until the earlier of either (i) the surviving spouse's
 attainment of age 80 or (ii) the attainment of the roll-up cap (i.e., the
 reset roll-up cap discussed above). Once the roll-up value ceases to increase,
 we thereafter will adjust the roll-up value only to account for subsequent
 purchase payments and to diminish it proportionally by withdrawals.

 IF YOU HAVE SELECTED THE GUARANTEED MINIMUM DEATH BENEFIT FEATURE WITH THE
 STEP-UP GMDB OPTION, then upon the activation of the Spousal Continuance
 Option, we will adjust the Contract Value, as of the date of our receipt of
 proof of death, to equal the greater of the following: 1) the Contract Value
 as of the date of our receipt of proof of death, or 2) the step-up value. We
 will add the amount of any Earnings Appreciator Benefit that you have selected
 to each of the amounts specified immediately above. When the Spousal
 Continuance Option is activated by a surviving spouse younger than 80, we will
 adjust the step-up value to equal the Contract Value (adjusted, as described
 immediately above). We make no such adjustment if the surviving spouse is 80
 or older. If the surviving spouse was younger than 80 at the owner's death,
 then we will continue to adjust the step-up value annually until the surviving
 spouse's attainment of age 80. After the surviving spouse attains age 80, we
 will continue to adjust the step-up value only to account for additional
 purchase payments and to reduce the step-up value proportionally by
 withdrawals.


                                      49



 4: WHAT IS THE DEATH BENEFIT? continued



 IF YOU HAVE SELECTED THE GREATER OF ROLL-UP AND STEP-UP AS YOUR GMDB OPTION,
 then we will calculate those values upon activation of the Spousal Continuance
 Option in accordance with the procedures set out in the immediately preceding
 paragraphs and in your contract.

 After activation of the Spousal Continuance Option, we will calculate the
 Earnings Appreciator Benefit in the manner discussed under "Earnings
 Appreciator Death Benefit". We do not allow the surviving spouse to retain the
 Guaranteed Minimum Income Benefit under the Spousal Continuance Option (or
 bear the charge associated with that benefit).

 See Section 5, with regard to Spousal Continuation of Lifetime Five.

 In the preceding discussion of the Spousal Continuance Option, we intend
 references to attainment of age 80 to refer to the contract anniversary on or
 following the actual 80/th/ birthday of the surviving spouse.


 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT?

 LIFETIME FIVE INCOME BENEFIT
 The Lifetime Five Income Benefit (Lifetime Five) is an optional feature that
 guarantees your ability to withdraw amounts equal to a percentage of an
 initial principal value (called the "Protected Withdrawal Value"), regardless
 of the impact of market performance on your Contract Value, subject to our
 rules regarding the timing and amount of withdrawals. There are two
 options--one is designed to provide an annual withdrawal amount for life (the
 "Life Income Benefit") and the other is designed to provide a greater annual
 withdrawal amount (than the first option) as long as there is Protected
 Withdrawal Value (adjusted as described below) (the "Withdrawal Benefit"). If
 there is no Protected Withdrawal Value, the Withdrawal Benefit will be zero.
 You do not choose between these two options; each option will continue to be
 available as long as the annuity has a Contract Value and Lifetime Five is in
 effect. Certain benefits under Lifetime Five may remain in effect even if the
 Contract Value is zero. The option may be appropriate if you intend to make
 periodic withdrawals from your contract and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals--the guarantees are not lost if you withdraw
 less than the maximum allowable amount each year. Lifetime Five is only being
 offered in those jurisdictions where we have received regulatory approval and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved.

 Lifetime Five is subject to certain restrictions described below.

..   Currently, Lifetime Five can only be elected once each contract year, and
    only where the annuitant and the contract owner are the same person or, if
    the contract owner is an entity, where there is only one annuitant. We
    reserve the right to limit the election frequency in the future. Before
    making any such change to the election frequency, we will provide prior
    notice to contact owners who have an effective Lifetime Five Income Benefit.
..   The annuitant must be at least 45 years old when Lifetime Five is elected.

..   Lifetime Five may not be elected if you have elected any other optional
    living benefit.
..   Owners electing this benefit prior to December 5, 2005, were required to
    allocate Contract Value to one or more of the following asset allocation
    portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
    Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
    Allocation Portfolio. Owners electing this benefit on or after December 5,
    2005 must allocate Contract Value to one or more of the following asset
    allocation portfolios of Advanced Series Trust: AST Capital Growth Asset
    Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST
    Conservative Asset Allocation Portfolio, AST Preservation Asset Allocation
    Portfolio AST Advanced Strategies Portfolio, AST First Trust Balanced
    Target Portfolio, AST First Trust Capital Appreciation Target Portfolio,
    AST T. Rowe Price Asset Allocation Portfolio, AST American Century
    Strategic Allocation Portfolio or AST UBS Dynamic Alpha Portfolio. As
    specified in this paragraph, you generally must allocate your Contract
    Value in accordance with the then-available option(s) that we may
    prescribe, in order to elect and maintain Lifetime Five. If, subsequent to
    your election of the benefit, we change our requirements for how Contract
    Value must be allocated under the benefit, that new requirement will apply
    only to new elections of the benefit, and will not compel you to
    re-allocate your Contract Value in accordance with our newly-adopted
    requirements. All subsequent transfers and purchase payments will be
    subject to the new investment limitations.


 Protected Withdrawal Value

 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Life Income Benefit and the Withdrawal Benefit. The initial
 Protected Withdrawal Value is determined as of the date you make your first
 withdrawal under your contract following your election of Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of:

 (A)the Contract Value on the date you elect Lifetime Five, plus any additional
    Purchase Payments (and any Credits), each growing at 5% per year from the
    date of your election of the benefit, or application of the Purchase
    Payment to your contract, as applicable, until the date of your first
    withdrawal or the 10/th/ anniversary of the benefit effective date, if
    earlier;


                                      50




 (B)the Contract Value on the date of the first withdrawal from your contract,
    prior to the withdrawal;

 (C)the highest Contract Value on each contract anniversary, plus subsequent
    Purchase Payments (plus any Credits) prior to the first withdrawal or the
    10/th/ anniversary of the benefit effective date, if earlier.

 With respect to A and C above, after the 10/th/ anniversary of the benefit
 effective date, each value is increased by the amount of any subsequent
 Purchase Payments (plus any Credits).

 If you elect Lifetime Five at the time you purchase your contract, the
 Contract Value will be your initial Purchase Payment (plus any Credits).

 If you make additional Purchase Payments after your first withdrawal, the
 Protected Withdrawal Value will be increased by the amount of each additional
 Purchase Payment (plus any Credits).

 You may elect to step-up your Protected Withdrawal Value if, due to positive
 market performance, your Contract Value is greater than the Protected
 Withdrawal Value.

 If you elected Lifetime Five on or after March 20, 2006:
  .   you are eligible to step-up the Protected Withdrawal Value on or after
      the 1st anniversary of the first withdrawal under Lifetime Five.
  .   the Protected Withdrawal Value can be stepped up again on or after the
      1st anniversary of the preceding step-up.

 If you elected Lifetime Five prior to March 20, 2006:

  .   you are eligible to step-up the Protected Withdrawal Value on or after
      the 5th anniversary of the first withdrawal under Lifetime Five.

  .   the Protected Withdrawal Value can be stepped up again on or after the
      5/th/ anniversary of the preceding step-up.


 In either scenario (i.e., elections before or after March 20, 2006) if you
 elect to step-up the Protected Withdrawal Value, and on the date you elect to
 step-up, the charges under Lifetime Five have changed for new purchasers, you
 may be subject to the new charge at the time of step-up. Upon election of the
 step-up, we increase the Protected Withdrawal Value to be equal to the then
 current Contract Value. For example, assume your initial Protected Withdrawal
 Value was $100,000 and you have made cumulative withdrawals of $40,000,
 reducing the Protected Withdrawal Value to $60,000. On the date you are
 eligible to step-up the Protected Withdrawal Value, your Contract Value is
 equal to $75,000. You could elect to step-up the Protected Withdrawal Value to
 $75,000 on the date you are eligible. If your current Annual Income Amount and
 Annual Withdrawal Amount are less than they would be if we did not reflect the
 step-up in Protected Withdrawal Value, then we will increase these amounts to
 reflect the step-up as described below.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force.

 If you elected Lifetime Five on or after March 20, 2006 and have also elected
 the Auto Step-Up feature:
..   the first Auto Step-Up opportunity will occur on the 1st Contract
    Anniversary that is at least one year after the later of (1) the date of
    the first withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Contract Value is greater than the Annual Income Amount by any amount.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
    Value is not greater than the Annual Income Amount, an Auto Step-Up
    opportunity will occur on each successive Contract Anniversary until a
    step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    1st Contract Anniversary that is at least one year after the most recent
    step-up.

 If you elected Lifetime Five prior to March 20, 2006 and have also elected the
 Auto Step-Up feature:
..   the first Auto Step-Up opportunity will occur on the Contract Anniversary
    that is at least five years after the later of (1) the date of the first
    withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Contract Value is greater than the Annual Income Amount by 5% or more.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
    Value does not exceed the Annual Income Amount by 5% or more, an Auto
    Step-Up opportunity will occur on each successive Contract Anniversary
    until a step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    Contract Anniversary that is at least 5 years after the most recent step-up.

 In either scenario (i.e., elections before or after March 20, 2006), if on the
 date that we implement an Auto Step-Up to your Protected Withdrawal Value, the
 charge for Lifetime Five has changed for new purchasers, you may be subject to
 the new charge

                                      51



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued

 at the time of such step-up. Subject to our rules and restrictions, you will
 still be permitted to manually step-up the Protected Withdrawal Value even if
 you elect the Auto Step-Up feature.

 The Protected Withdrawal Value is reduced each time a withdrawal is made on a
 "dollar-for-dollar" basis up to 7% per contract year of the Protected
 Withdrawal Value and on the greater of a "dollar-for-dollar" basis or a pro
 rata basis for withdrawals in a contract year in excess of that amount until
 the Protected Withdrawal Value is reduced to zero. At that point, the Annual
 Withdrawal Amount will be zero until such time (if any) as the contract
 reflects a Protected Withdrawal Value (for example, due to a step-up or
 additional purchase payments being made into the contract).

 Annual Income Amount Under the Life Income Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals in a
 contract year are less than or equal to the Annual Income Amount, they will
 not reduce your Annual Income Amount in subsequent contract years. If your
 cumulative withdrawals are in excess of the Annual Income Amount (Excess
 Income), your Annual Income Amount in subsequent years will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Income to the Contract Value immediately prior to such withdrawal
 (see examples of this calculation below). Reductions include the actual amount
 of the withdrawal, including any withdrawal charges that may apply. A
 withdrawal can be considered Excess Income under the Life Income Benefit even
 though it does not exceed the Annual Withdrawal Amount under the Withdrawal
 Benefit. When you elect a step-up, your Annual Income Amount increases to
 equal 5% of your Contract Value after the step-up if such amount is greater
 than your Annual Income Amount. Your Annual Income Amount also increases if
 you make additional purchase payments. The amount of the increase is equal to
 5% of any additional purchase payments. Any increase will be added to your
 Annual Income Amount beginning on the day that the step-up is effective or the
 purchase payment is made. A determination of whether you have exceeded your
 Annual Income Amount is made at the time of each withdrawal; therefore, a
 subsequent increase in the Annual Income Amount will not offset the effect of
 a withdrawal that exceeded the Annual Income Amount at the time the withdrawal
 was made.

 Annual Withdrawal Amount Under the Withdrawal Benefit
 The initial Annual Withdrawal Amount is equal to 7% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals each
 contract year are less than or equal to the Annual Withdrawal Amount, your
 Protected Withdrawal Value will be reduced on a "dollar-for-dollar" basis. If
 your cumulative withdrawals are in excess of the Annual Withdrawal Amount
 (Excess Withdrawal), your Annual Withdrawal Amount will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Withdrawal to the Contract Value immediately prior to such
 withdrawal (see the examples of this calculation below). Reductions include
 the actual amount of the withdrawal, including any withdrawal charges that may
 apply. When you elect a step-up, your Annual Withdrawal Amount increases to
 equal 7% of your Contract Value after the step-up if such amount is greater
 than your Annual Withdrawal Amount. Your Annual Withdrawal Amount also
 increases if you make additional purchase payments. The amount of the increase
 is equal to 7% of any additional purchase payments. A determination of whether
 you have exceeded your Annual Withdrawal Amount is made at the time of each
 withdrawal; therefore, a subsequent increase in the Annual Withdrawal Amount
 will not offset the effect of a withdrawal that exceeded the Annual Withdrawal
 Amount at the time the withdrawal was made.

 Lifetime Five does not affect your ability to make withdrawals under your
 contract or limit your ability to request withdrawals that exceed the Annual
 Income Amount and the Annual Withdrawal Amount. You are not required to
 withdraw all or any portion of the Annual Withdrawal Amount or Annual Income
 Amount in each contract year.

..   If, cumulatively, you withdraw an amount less than the Annual Withdrawal
    Amount under the Withdrawal Benefit in any contract year, you cannot
    carry-over the unused portion of the Annual Withdrawal Amount to subsequent
    contract years.
..   If, cumulatively, you withdraw an amount less than the Annual Income Amount
    under the Life Income Benefit in any contract year, you cannot carry-over
    the unused portion of the Annual Income Amount to subsequent contract years.

 However, because the Protected Withdrawal Value is only reduced by the actual
 amount of withdrawals you make under these circumstances, any unused Annual
 Withdrawal Amount or Annual Income Amount may extend the period of time until
 the remaining Protected Withdrawal Value is reduced to zero.


 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Protected Withdrawal Value, Annual Withdrawal Amount and
 Annual Income Amount assume: 1.) the contract date and the effective date of
 Lifetime Five are February 1, 2005; 2.) an initial purchase payment of
 $250,000; 3.) the Contract Value on February 1, 2006 is equal to $265,000; and
 4.) the first withdrawal occurs on March 1, 2006 when the Contract Value is
 equal to $263,000.


 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):
 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05(393/365) = $263,484.33

                                      52



 (b)Contract Value on March 1, 2006 (the date of the first withdrawal) =
    $263,000
 (c)Contract Value on February 1, 2006 (the first contract anniversary) =
    $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Withdrawal Amount is equal to $18,550 under the Withdrawal Benefit (7%
 of $265,000). The Annual Income Amount is equal to $13,250 under the Life
 Income Benefit (5% of $265,000).

 Example 1. Dollar-for-dollar Reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:
..   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
    $10,000 = $8,550
..   Annual Withdrawal Amount for future contract years remains at $18,550
..   Remaining Annual Income Amount for current contract year = $13,250 -
    $10,000 = $3,250
..   Annual Income Amount for future contract years remains at $13,250
..   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-for-dollar and Proportional Reductions
 a) If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:
  .   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
      $15,000 = $3,550
  .   Annual Withdrawal Amount for future contract years remains at $18,550
  .   Remaining Annual Income Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
      $1,750) reduces Annual Income Amount for future contract years.
  .   Reduction to Annual Income Amount = Excess Income/Contract Value before
      Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
      $13,250 = $93
  .   Annual Income Amount for future contract years = $13,250 - $93 = $13,157
  .   Protected Withdrawal Value is reduced by $15,000 from $265,000 to $250,000

 b) If $25,000 was withdrawn (more than both the Annual Income Amount and the
    Annual Withdrawal Amount) on March 1, 2006, then the following values would
    result:
  .   Remaining Annual Withdrawal Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Withdrawal Amount ($25,000 - $18,550
      = $6,450) reduces Annual Withdrawal Amount for future contract years.

  .   Reduction to Annual Withdrawal Amount = Excess Withdrawal/Contract Value
      before Excess Withdrawal
  .   Annual Withdrawal Amount = $6,450/($263,000 - $18,550) X $18,550 = $489

  .   Annual Withdrawal Amount for future contract years = $18,550 - $489 =
      $18,061
  .   Remaining Annual Income Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Income Amount ($25,000 - $13,250 =
      $11,750) reduces Annual Income Amount for future contract years.
  .   Reduction to Annual Income Amount = Excess Income/Contract Value before
      Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
      $13,250 = $623
  .   Annual Income Amount for future contract years = $13,250 - $623 = $12,627
  .   Protected Withdrawal Value is first reduced by the Annual Withdrawal
      Amount ($18,550) from $265,000 to $246,450. It is further reduced by the
      greater of a dollar-for-dollar reduction or a proportional reduction.
  .   Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450
  .   Proportional reduction = Excess Withdrawal/Contract Value before Excess
      Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
      $246,450 = $6,503
  .   Protected Withdrawal Value = $246,450 - max [$6,450, $6,503] = $239,947

 Example 3. Step-up of the Protected Withdrawal Value


 If the Annual Income Amount ($13,250) is withdrawn each year starting on
 March 1, 2006 for a period of 3 years, the Protected Withdrawal Value on
 February 1, 2012 would be reduced to $225,250 {$265,000 - ($13,250 X 3)}. If a
 step-up is elected on February 1, 2012, and the Contract Value on February 1,
 2012 is $280,000, then the following values would result:
..   Protected Withdrawal Value = Contract Value on February 1, 2012 = $280,000
..   Annual Income Amount is equal to the greater of the current Annual Income
    Amount or 5% of the stepped up Protected Withdrawal Value. Current Annual
    Income Amount is $13,250. 5% of the stepped up Protected Withdrawal Value
    is 5% of $280,000, which is $14,000. Therefore, the Annual Income Amount is
    increased to $14,000.
..   Annual Withdrawal Amount is equal to the greater of the current Annual
    Withdrawal Amount or 7% of the stepped up Protected Withdrawal Value.
    Current Annual Withdrawal Amount is $18,550. 7% of the stepped-up Protected
    Withdrawal Value is 7% of $280,000, which is $19,600. Therefore the Annual
    Withdrawal Amount is increased to $19,600.

                                      53



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


..   Because the Contract Date and Effective Date of Lifetime Five for this
    example is prior to March 20, 2006, if the step-up request on February 1,
    2012 was due to the election of the auto step-up feature, we would first
    check to see if an auto step-up should occur by checking to see if 5% of
    the Contract Value exceeds the Annual Income Amount by 5% or more. 5% of
    the Contract Value is equal to 5% of $280,000, which is $14,000. 5% of the
    Annual Income Amount ($13,250) is $662.50, which added to the Annual Income
    Amount is $13,912.50. Since 5% of the Contract Value is greater than
    $13,912.50, the step-up would still occur in this scenario, and all of the
    values would be increased as indicated above. Had the Contract Date and
    Effective Date of the Lifetime Five benefit been on or after March 20,
    2006, the step-up would still occur because 5% of the Contract Value is
    greater than the Annual Income Amount.


 Benefits Under Lifetime Five
..   If your Contract Value is equal to zero, and the cumulative withdrawals in
    the current contract year are greater than the Annual Withdrawal Amount,
    Lifetime Five will terminate. To the extent that your Contract Value was
    reduced to zero as a result of cumulative withdrawals that are equal to or
    less than the Annual Income Amount and amounts are still payable under both
    the Life Income Benefit and the Withdrawal Benefit, you will be given the
    choice of receiving the payments under the Life Income Benefit or under the
    Withdrawal Benefit. Once you make this election we will make an additional
    payment for that contract year equal to either the remaining Annual Income
    Amount or Annual Withdrawal Amount for the contract year, if any, depending
    on the option you choose. In subsequent contract years we make payments
    that equal either the Annual Income Amount or the Annual Withdrawal Amount.
    You will not be able to change the option after your election and no
    further purchase payments will be accepted under your contract. If you do
    not make an election, we will pay you annually under the Life Income
    Benefit. To the extent that cumulative withdrawals in the current contract
    year that reduced your Contract Value to zero are more than the Annual
    Income Amount but less than or equal to the Annual Withdrawal Amount and
    amounts are still payable under the Withdrawal Benefit, you will receive
    the payments under the Withdrawal Benefit. In the year of a withdrawal that
    reduced your Contract Value to zero, we will make an additional payment to
    equal any remaining Annual Withdrawal Amount and make payments equal to the
    Annual Withdrawal Amount in each subsequent year (until the Protected
    Withdrawal Value is depleted). Once your Contract Value equals zero no
    further purchase payments will be accepted under your contract.
..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years or any remaining Protected
    Withdrawal Value, you can elect one of the following three options:

    1. apply your Contract Value to any annuity option available;

    2. request that, as of the date annuity payments are to begin, we make
       annuity payments each year equal to the Annual Income Amount. We make
       such annuity payments until the annuitant's death; or

    3. request that, as of the date annuity payments are to begin, we pay out
       any remaining Protected Withdrawal Value as annuity payments. Each year
       such annuity payments will equal the Annual Withdrawal Amount or the
       remaining Protected Withdrawal Value if less. We make such annuity
       payments until the earlier of the annuitant's death or the date the
       Protected Withdrawal Value is depleted.

 We must receive your request in a form acceptable to us at the Prudential
 Annuity Service Center.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a single life fixed annuity with
    five payments certain using the greater of the annuity rates then currently
    available or the annuity rates guaranteed in your contract. The amount that
    will be applied to provide such annuity payments will be the greater of:

    1. the present value of future Annual Income Amount payments. Such present
       value will be calculated using the greater of the single life fixed
       annuity rates then currently available or the single life fixed annuity
       rates guaranteed in your contract; and

    2. the Contract Value.

 If no withdrawal was ever taken, we will determine a Protected Withdrawal
 Value and calculate an Annual Income Amount and an Annual Withdrawal Amount as
 if you made your first withdrawal on the date the annuity payments are to
 begin.

 Other Important Considerations
..   Withdrawals under Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.
..   Withdrawals made while Lifetime Five is in effect will be treated, for tax
    purposes, in the same way as any other withdrawals under the contract.
    Lifetime Five does not directly affect the Contract Value or surrender
    value, but any withdrawal will decrease the Contract Value by the amount of
    the withdrawal (plus any applicable withdrawal charges). If you surrender
    your contract, you will receive the current Contract Value, not the
    Protected Withdrawal Value.

                                      54



..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Lifetime Five. Lifetime Five provides
    a guarantee that if your Contract Value declines due to market performance,
    you will be able to receive your Protected Withdrawal Value or Annual
    Income Amount in the form of periodic benefit payments.

 Election of Lifetime Five
 Lifetime Five can be elected only after the contract date. Elections of
 Lifetime Five are subject to our eligibility rules and restrictions. The
 contract owner's Contract Value as of the date of election will be used as the
 basis to calculate the initial Protected Withdrawal Value, the initial Annual
 Withdrawal Amount, and the initial Annual Income Amount.

 Termination of Lifetime Five
 Lifetime Five terminates automatically when your Protected Withdrawal Value
 and Annual Income Amount reach zero. You may terminate Lifetime Five at any
 time by notifying us. If you terminate Lifetime Five, any guarantee provided
 by the benefit will terminate as of the date the termination is effective.

 Lifetime Five terminates:
..   upon your surrender of the contract,

..   upon the death of the annuitant (but your surviving spouse may elect a new
    Lifetime Five benefit if your spouse elects the Spousal Continuance Option
    and your spouse would then be eligible to elect the benefit as if he/she
    were a new purchaser),

..   upon a change in ownership of the contract that changes the tax
    identification number of the contract owner, or
..   upon your election to begin receiving annuity payments.

 We cease imposing the charge for Lifetime Five upon the earliest to occur of
 (i) your election to terminate the benefit, (ii) our receipt of appropriate
 proof of the death of the owner (or annuitant, for entity owned contracts),
 (iii) the annuity date, (iv) automatic termination of the benefit due to an
 impermissible change of owner or annuitant, or (v) a withdrawal that causes
 the benefit to terminate.

 While you may terminate Lifetime Five at any time, we may not terminate the
 benefit other than in the circumstances listed above. However, we may stop
 offering Lifetime Five for new elections or re-elections at any time in the
 future.

 Currently, if you terminate Lifetime Five, you will only be permitted to
 re-elect the benefit on any anniversary of the contract date that is at least
 90 calendar days from the date the benefit was last terminated.

 If you elected Lifetime Five at the time you purchased your contract and prior
 to March 20, 2006, and you terminate Lifetime Five, there will be no waiting
 period before you can re-elect the benefit. However, once you choose to
 re-elect/elect, the waiting period described above will apply to subsequent
 re-elections. If you elected Lifetime Five after the time you purchased your
 contract, but prior to March 20, 2006, and you terminate Lifetime Five, you
 must wait until the contract anniversary following your cancellation before
 you can re-elect the benefit. Once you choose to re-elect/elect, the waiting
 period described above will apply to subsequent re-elections. We reserve the
 right to limit the re-election/election frequency in the future. Before making
 any such change to the re-election/election frequency, we will provide prior
 notice to contract owners who have an effective Lifetime Five Income Benefit.

 Additional Tax Considerations for Qualified Contracts

 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your annuity contract
 beginning after age 70 1/2. The amount required under the Code may exceed the
 Annual Withdrawal Amount and the Annual Income Amount, which will cause us to
 increase the Annual Income Amount and the Annual Withdrawal Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. Any such payments will reduce your Protected
 Withdrawal Value. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as required minimum distribution provisions under the tax law.


 6: HOW CAN I PURCHASE A STRATEGIC PARTNERS PLUS CONTRACT?

 PURCHASE PAYMENTS
 The initial purchase payment is the amount of money you first pay us to
 purchase the contract. Unless we agree otherwise, and subject to our rules,
 the minimum initial purchase payment is $10,000. You must get our prior
 approval for any initial and additional purchase payment of $1,000,000 or
 more, unless we are prohibited under applicable state law from insisting on
 such prior approval. With some restrictions, you can make additional purchase
 payments by means other than electronic fund transfer of no less than $1,000
 at any time during the accumulation phase. However, we impose a minimum of
 $100 with respect to additional purchase payments made through electronic fund
 transfers.

                                      55



 6: HOW CAN I PURCHASE A STRATEGIC PARTNERS PLUS CONTRACT? continued


 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger (or age 80 depending on the
 version of the contract) on the contract date. Certain age limits apply to
 certain features and benefits described herein. No subsequent purchase
 payments may be made on or after the earliest of the 86/th/ birthday (or
 81/st/ birthday depending on the version of the contract) of:
..   the owner,
..   the joint owner,
..   the annuitant, or
..   the co-annuitant.

 Currently, the maximum aggregate purchase payments you may make is $20
 million. We limit the maximum total purchase payments in any contract year,
 other than the first to $2 million absent our prior approval. Depending on
 applicable state law, other limits may apply.

 ALLOCATION OF PURCHASE PAYMENTS
 When you purchase a contract, we will allocate your invested purchase payment
 among the variable investment options or, if you choose the Contract Without
 Credit, the fixed interest rate options based on the percentages you choose.
 The percentage of your allocation to a particular investment option can range
 in whole percentages from 0% to 100%.

 When you make an additional purchase payment, it will be allocated in the same
 way as your most recent purchase payment, unless you tell us otherwise. If you
 purchase the Contract Without Credit, allocations to the DCA Fixed Rate Option
 must be no less than $5,000.

 You may change your allocation of future invested purchase payments at any
 time. Contact the Prudential Annuity Service Center for details.


 We generally will credit the initial purchase payment to your contract within
 two business days from the day on which we receive your payment in good order
 at the Prudential Annuity Service Center. If, however, your first payment is
 made without enough information for us to set up your contract, we may need to
 contact you to obtain the required information. If we are not able to obtain
 this information within five business days, we will within that five business
 day period either return your purchase payment or obtain your consent to
 continue holding it until we receive the necessary information. We will
 generally credit each subsequent purchase payment as of the business day we
 receive it in good order at the Prudential Annuity Service Center. Our
 business day generally closes at 4:00 p.m. Eastern time. Our business day may
 close earlier, for example if regular trading on the New York Stock Exchange
 closes early. Subsequent purchase payments received in good order after the
 close of the business day will be credited on the following business day. With
 respect to both your initial Purchase Payment and any subsequent Purchase
 Payment that is pending investment in our Separate Account, we may hold the
 amount temporarily in our general account and may earn interest on such
 amount. You will not be credited with interest during that period.


 At our discretion, we may give initial and subsequent purchase payments (as
 well as withdrawals and transfers) received in good order by certain
 broker/dealers prior to the close of a business day the same treatment as they
 would have received had they been received at the same time at the Prudential
 Annuity Service Center. For more detail, talk to your registered
 representative.

 Applicable laws designed to counter terrorists and prevent money laundering
 might, in certain circumstances, require us to block a contract owner's
 ability to make certain transactions, and thereby refuse to accept purchase
 payments or requests for transfers, partial withdrawals, total withdrawals,
 death benefits, or income payments until instructions are received from the
 appropriate regulator. We also may be required to provide additional
 information about you and your contract to government regulators.

 CREDITS
 If you purchase the Contract With Credit, we will add a credit amount to your
 Contract Value with each purchase payment you make. The credit amount is
 allocated to the variable investment options in the same percentages as the
 purchase payment.

 Under the version of the Contract With Credit under which bonus credits vest
 over a seven year period, the credit percentage is currently equal to 4% of
 each purchase payment. With the approval of the SEC, we can change that credit
 percentage, but we guarantee it will never be less than 3%. Under the version
 of the Contract With Credit under which bonus credits generally are not
 recapturable after expiration of the free look period, the bonus credit that
 we pay with respect to any purchase payment depends on (i) the age of the
 older of the owner or joint owner on the date on which the purchase payment is
 made and (ii) the amount of the purchase payment. Specifically,
..   if the elder owner is 80 or younger on the date that the purchase payment
    is made, then we will add a bonus credit to the purchase payment equal to
    4% if the purchase payment is less than $250,000 or 5% if the purchase
    payment is greater than or equal to $250,000; and

                                      56



..   if the elder owner is aged 81-85 on the date that the purchase payment is
    made, then we will add a bonus credit equal to 3% of the amount of the
    purchase payment.

 Under the version of the Contract With Credit under which bonus credits vest
 over a seven year period, each credit is subject to its own vesting schedule,
 which is shown below. If you make a withdrawal of all or part of a purchase
 payment, or you begin the income phase of the contract, we will take back the
 non-vested portion of the credit attributable to that purchase payment.
 Withdrawals of purchase payments occur on a first-in first-out basis. This
 credit that we take back is in addition to any withdrawal charges that may
 apply.

 Under the version of the Contract With Credit under which bonus credits vest
 over a seven year period, bonus credits vest according to the following
 schedule:



                  Number of Contract Anniversaries     Vested
                 Since Date of Each Purchase Payment Percentage
                 ----------------------------------------------
                                                  
                                  0                      0%
                 ----------------------------------------------
                                  1                     10%
                 ----------------------------------------------
                                  2                     20%
                 ----------------------------------------------
                                  3                     30%
                 ----------------------------------------------
                                  4                     40%
                 ----------------------------------------------
                                  5                     50%
                 ----------------------------------------------
                                  6                     60%
                 ----------------------------------------------
                                  7                     100%
                 ----------------------------------------------


 Under each version of the Contract With Credit, if we pay a death benefit
 under the contract, we have the right to take back any credit we applied one
 year prior to the date of death or later.

 Under each version of the Contract With Credit, we recapture bonus credits if
 the owner returns his or her contract during the free look period.

 Depending upon the state in which your contract was issued, your contract may
 include a different vesting schedule.

 CALCULATING CONTRACT VALUE
 The value of the variable portion of your contract will go up or down
 depending on the investment performance of the variable investment options you
 choose. To determine the value of your contract allocated to the variable
 investment options, we use a unit of measure called an accumulation unit. An
 accumulation unit works like a share of a mutual fund.

 Every day we determine the value of an accumulation unit for each of the
 variable investment options. We do this by:

 1) adding up the total amount of money allocated to a specific investment
    option;

 2) subtracting from that amount insurance charges and any other applicable
    charges such as for taxes; and

 3) dividing this amount by the number of outstanding accumulation units.

 When you make a purchase payment to a variable investment option, we credit
 your contract with accumulation units of the subaccount or subaccounts for the
 investment options you choose. We determine the number of accumulation units
 credited to your contract by dividing the amount of the purchase payment, plus
 (if you have purchased the Contract With Credit) any applicable credit,
 allocated to a variable investment option by the unit price of the
 accumulation unit for that investment option. We calculate the unit price for
 each investment option after the New York Stock Exchange closes each day and
 then credit your contract. The value of the accumulation units can increase,
 decrease, or remain the same from day to day.

 We cannot guarantee that your Contract Value will increase or that it will not
 fall below the amount of your total purchase payments.

                                      57



 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS CONTRACT?

 There are charges and other expenses associated with the contract that reduce
 the return on your investment. These charges and expenses are described below.

 The charges under the contracts are designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under the contracts. They are also designed, in the aggregate, to compensate
 us for the risks of loss we assume pursuant to the contracts. If, as we
 expect, the charges that we collect from the contracts exceed our total costs
 in connection with the contracts, we will earn a profit. Otherwise, we will
 incur a loss. The rates of certain of our charges have been set with reference
 to estimates of the amount of specific types of expenses or risks that we will
 incur. In most cases, this prospectus identifies such expenses or risks in the
 name of the charge; however, the fact that any charge bears the name of, or is
 designed primarily to defray a particular expense or risk does not mean that
 the amount we collect from that charge will never be more than the amount of
 such expense or risk. Nor does it mean that we may not also be compensated for
 such expense or risk out of any other charges we are permitted to deduct by
 the terms of the contract.

 INSURANCE AND ADMINISTRATIVE CHARGES

 Each day, we make a deduction for the insurance and administrative charges.
 These charges cover our expenses for mortality and expense risk,
 administration, marketing and distribution. If you choose optional benefits,
 the insurance and administrative charge also includes a charge to cover our
 assumption of the associated risk. The mortality risk portion of the charge is
 for assuming the risk that the annuitant(s) will live longer than expected
 based on our life expectancy tables. When this happens, we pay a greater
 number of annuity payments. We also incur the risk that the death benefit
 amount exceeds the Contract Value. The expense risk portion of the charge is
 for assuming the risk that the current charges will be insufficient in the
 future to cover the cost of administering the contract. The administrative
 expense portion of the charge compensates us for the expenses associated with
 the administration of the contract. This includes preparing and issuing the
 contract; establishing and maintaining contract records; preparation of
 confirmations and annual reports; personnel costs; legal and accounting fees;
 filing fees; and systems costs.


 We calculate the insurance and administrative charge based on the average
 daily value of all assets allocated to the variable investment options. These
 charges are not assessed against amounts allocated to the fixed interest rate
 options. The amount of the charge depends on the death benefit (or other)
 option that you choose.

 The death benefit charge is equal to:
..   1.40% on an annual basis if you choose the base death benefit, (1.50% for
    contract with credits in which credits are generally not recapturable)
..   1.60% on an annual basis if you choose either the roll-up or step-up
    Guaranteed Minimum Death Benefit option, (1.70% for contract with credit in
    which credits are generally not recapturable), (i.e., 0.20% in addition to
    the base death benefit charge), or
..   1.70% on an annual basis if you choose the greater of the roll-up and
    step-up Guaranteed Minimum Death Benefit option (1.80% for contract with
    credit in which credits are generally not recapturable), (i.e., 0.30% in
    addition to the base death benefit charge).

 As indicated immediately above, we impose an additional insurance and
 administrative charge of 0.10% annually (of account value attributable to the
 variable investment options) for the version of the Contract With Credit under
 which bonus credits generally are not recapturable after expiration of the
 free look period. We do not assess this charge under the version of the
 Contract With Credit under which bonus credits vest over a period of seven
 years.

 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit. The 0.60% charge is in addition to the charge we impose
 for the applicable death benefit. Upon any reset of the amounts guaranteed
 under this benefit, we reserve the right to adjust the charge to that being
 imposed at that time for new elections of the benefit.

 If the charges under the contract are not sufficient to cover our expenses,
 then we will bear the loss. We do, however, expect to profit from these
 charges. Any profits made from these charges may be used by us to pay for the
 costs of distributing the contracts. If you choose the Contract With Credit,
 we will also use any profits from this charge to recoup our costs of providing
 the credit.

 The charges that we discuss in this section are assessed against the assets of
 the separate account. Certain of these charges are part of the base annuity
 and other charges are assessed only if any available optional benefit is
 selected. If a fixed interest rate option is available under your contract,
 the interest rate that we credit to that option may be reduced by an amount
 that corresponds to the asset-based charges to which you are subject under the
 variable investment options.

                                      58



 WITHDRAWAL CHARGE
 A withdrawal charge may apply if you make a full or partial withdrawal during
 the withdrawal charge period for a purchase payment. The withdrawal charge may
 also apply if you begin the income phase during the withdrawal charge period,
 depending upon the annuity option you choose. The amount and duration of the
 withdrawal charge depends on whether you choose the Contract With Credit or
 the Contract Without Credit. The withdrawal charge varies with the number of
 contract anniversaries that have elapsed since each purchase payment was made.
 Specifically, we maintain an "age" for each purchase payment you have made by
 keeping track of how many contract anniversaries have passed since the
 purchase payment was made.

 The withdrawal charge is the percentage, shown below, of the amount withdrawn.



                                         Contract with Credit
                                          Withdrawal Charge
                    Contract with Credit (Version under Which
                     Withdrawal Charge      Bonus Credits
Number of Contract  (Version under Which  Generally are not
Anniversaries since  Bonus Credits Vest   Recapturable after  Contract Without
 the Date of each     Over Seven Year     Expiration of Free  Credit Withdrawal
 Purchase Payment         Period)            Look Period)          Charge
- -------------------------------------------------------------------------------
                                                     
         0                   7%                   8%                 7%
- -------------------------------------------------------------------------------
         1                   7%                   8%                 6%
- -------------------------------------------------------------------------------
         2                   7%                   8%                 5%
- -------------------------------------------------------------------------------
         3                   6%                   8%                 4%
- -------------------------------------------------------------------------------
         4                   5%                   7%                 3%
- -------------------------------------------------------------------------------
         5                   4%                   6%                 2%
- -------------------------------------------------------------------------------
         6                   3%                   5%                 1%
- -------------------------------------------------------------------------------
         7                   2%                   0%                 0%
- -------------------------------------------------------------------------------
         8                   1%                   0%                 0%
- -------------------------------------------------------------------------------
         9                   0%                   0%                 0%
- -------------------------------------------------------------------------------


 If a withdrawal is effective on the day before a contract anniversary, the
 withdrawal charge percentage as of the next following contract anniversary
 will apply.

 If you request a withdrawal, we will deduct an amount from the Contract Value
 that is sufficient to pay the withdrawal charge, and take back any credit that
 has not vested under the vesting schedule, if you have chosen the Contract
 With Credit under which bonus credits vest over several years and provide you
 with the amount requested.

 If you request a full withdrawal, we will provide you with the full amount of
 the Contract Value after making deductions for charges.

 Each contract year, you may withdraw a specified amount of your Contract Value
 without incurring a withdrawal charge. We make this "charge-free amount"
 available to you subject to approval of this feature in your state. We
 determine the charge-free amount available to you in a given contract year on
 the contract anniversary that begins that year. In calculating the charge-free
 amount, we divide purchase payments into two categories--payments that are
 subject to a withdrawal charge and those that are not. We determine the
 charge-free amount based only on purchase payments that are subject to a
 withdrawal charge. The charge-free amount in a given contract year is equal to
 10% of the sum of all the purchase payments subject to the withdrawal charge
 that you have made as of the applicable contract anniversary. During the first
 contract year, the charge-free amount is equal to 10% of the initial purchase
 payment.

 When you make a withdrawal (including a withdrawal under the optional Lifetime
 Five Income Benefit), we will deduct the amount of the withdrawal first from
 the available charge-free amount. Any excess amount will then be deducted from
 purchase payments in excess of the charge-free amount and subject to
 applicable withdrawal charges. Once you have withdrawn all purchase payments,
 additional withdrawals will come from any earnings. We do not impose
 withdrawal charges on earnings.

 If you choose the Contract With Credit and make a withdrawal that is subject
 to a withdrawal charge, we may use part of that withdrawal charge to recoup
 our costs of providing the credit.

 Withdrawal charges will never be greater than permitted by applicable law.

                                      59



 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS
 CONTRACT? continued


 WAIVER OF WITHDRAWAL CHARGES FOR CRITICAL CARE
 Except as restricted by applicable state law, we will waive all withdrawal
 charges upon receipt of proof that the owner or a joint owner is terminally
 ill, or has been confined to an eligible nursing home or eligible hospital
 continuously for at least three months after the contract date. We will also
 waive the contract maintenance charge if you surrender your contract in
 accordance with the above noted conditions. This waiver is not available if
 the owner has assigned ownership of the contract to someone else. Please
 consult your contract for details about how we define the key terms used for
 this waiver (e.g., eligible nursing home). Note that our requirements for this
 waiver may vary depending on the state in which your contract was issued.

 REQUIRED MINIMUM DISTRIBUTIONS
 If a withdrawal is taken from a tax qualified contract under the minimum
 distribution option in order to satisfy an Internal Revenue Service mandatory
 distribution requirement only with respect to that contract's account balance,
 we will waive withdrawal charges. See Section 9, "What Are The Tax
 Considerations Associated With The Strategic Partners Plus Contract?"

 CONTRACT MAINTENANCE CHARGE
 Under the original version of the contract, we do not deduct a contract
 maintenance charge for administrative expenses while your Contract Value is
 $50,000 or more. If your Contract Value is less than $50,000 on a contract
 anniversary during the accumulation phase or when you make a full withdrawal,
 we will deduct $30 (or if your Contract Value is less than $1,500, then a
 lower amount equal to 2% of your Contract Value) for administrative expenses.
 Under the new version of the contract, we do not deduct a contract maintenance
 charge for administrative expenses while your Contract Value is $75,000 or
 more. If your Contract Value is less than $75,000 on a contract anniversary
 during the accumulation phase or when you make a full withdrawal, we will
 deduct $35 (or a lower amount equal to 2% of your Contract Value) for
 administrative expenses. (This fee may differ in certain states.) We may
 increase this charge up to a maximum of $60 per year. Also, we may raise the
 level of the Contract Value at which we waive this fee. We will deduct this
 charge proportionately from each of your contract's investment options.

 GUARANTEED MINIMUM INCOME BENEFIT CHARGE
 We will impose an additional charge if you choose the Guaranteed Minimum
 Income Benefit. This is an annual charge equal to 0.25% of the average GMIB
 protected value. We deduct the charge from your Contract Value on each of the
 following events:
..   each contract anniversary;
..   when you begin the income phase of the contract;
..   when you decide no longer to participate in the guaranteed minimum income
    benefit;
..   upon a full withdrawal; and
..   upon a partial withdrawal if the remaining Contract Value would not be
    enough to cover the then applicable Guaranteed Minimum Income Benefit
    charge.

 If we impose this fee other than on a contract anniversary, then we will
 pro-rate it based on the portion of the contract year that has elapsed since
 the full annual fee was most recently deducted.

 Because the charge is calculated based on the average GMIB protected value, it
 does not increase or decrease based on changes to the annuity's Contract Value
 due to market performance. If the GMIB protected value increases, the dollar
 amount of the annual charge will increase, while a decrease in the GMIB
 protected value will decrease the dollar amount of the charge.

 The charge is deducted annually in arrears each contract year on the contract
 anniversary. We deduct the amount of the charge pro-rata from the Contract
 Value allocated to the variable investment options, and for Contract Without
 Credit, the fixed interest rate options. In some states, we may deduct the
 charge for the Guaranteed Minimum Income Benefit in a different manner. If you
 surrender your contract, begin receiving annuity payments under the GMIB or
 any other annuity payout option we make available during a contract year, or
 the GMIB terminates, we will deduct the charge for the portion of the contract
 year since the prior contract anniversary (or the contract date if in the
 first contract year). Upon a full withdrawal or if the Contract Value
 remaining after a partial withdrawal is not enough to cover the applicable
 Guaranteed Minimum Income Benefit charge, we will deduct the charge from the
 amount we pay you.

 The fact that we impose the charge upon a full or partial withdrawal does not
 impair your right to make a withdrawal at the time of your choosing.

 We will not impose the Guaranteed Minimum Income Benefit charge after the
 income phase begins.

 EARNINGS APPRECIATOR BENEFIT CHARGE
 We will impose an additional charge if you choose the Earnings Appreciator
 Benefit. The charge for this benefit is based on an annual rate of 0.15% of
 your Contract Value if you have also selected a Guaranteed Minimum Death
 Benefit option (0.20% if you have not selected a Guaranteed Minimum Death
 Benefit option).

                                      60



 We calculate the charge on each of the following events:
..   each contract anniversary;
..   when you begin the income phase of the contract;
..   upon death of the sole or last surviving owner prior to the income phase;
..   upon a withdrawal; and
..   upon a subsequent purchase payment.

 The fee is based on the Contract Value at time of calculation and is pro-rated
 based on the portion of the contract year since the date the Earnings
 Appreciator Benefit charge was last calculated.

 The charge is not deducted every time it is calculated. Instead, the charge is
 deducted, along with any previously calculated but not deducted charge, on
 each of the following events:
..   each contract anniversary;
..   when you begin the income phase of the contract;
..   upon death of the sole or last surviving owner prior to the income phase;
..   upon a full withdrawal; and
..   upon a partial withdrawal if the Contract Value remaining after the partial
    withdrawal is not enough to cover the then applicable charge.

 We withdraw this charge from each investment option in the same proportion
 that the amount allocated to the investment option bears to the total Contract
 Value. Upon a full withdrawal or if the Contract Value remaining after a
 partial withdrawal is not enough to cover the then-applicable Earnings
 Appreciator Benefit charge, we will deduct the charge from the amount we pay
 you. We will deem the payment of the Earnings Appreciator Benefit charge as
 made from earnings for purposes of calculating other charges.

 BENEFICIARY CONTINUATION OPTION CHARGES

 If your beneficiary takes the death benefit under the beneficiary continuation
 option, we deduct a Settlement Service Charge. The charge is assessed daily
 against the average assets allocated to the variable investment options, and
 is equal to an annual charge of 1.00%. In addition, the beneficiary will incur
 an annual maintenance fee equal to the lesser of $30 or 2% of Contract Value
 if the Contract Value is less than $25,000 at the time the fee is assessed.
 The fee will not apply if it is assessed 30 days prior to a surrender request.
 Finally, transfers in excess of 20 per year will incur a $10 transfer fee.


 TAXES ATTRIBUTABLE TO PREMIUM
 There may be federal, state and local premium based taxes applicable to your
 purchase payment. We are responsible for the payment of these taxes and may
 make a deduction from the value of the contract to pay some or all of these
 taxes. It is our current practice not to deduct a charge for state premium
 taxes until annuity payments begin. In the states that impose a premium tax on
 us, the current rates range up to 3.5%. It is also our current practice not to
 deduct a charge for the federal tax associated with deferred acquisition costs
 paid by us that are based on premium received. However, we reserve the right
 to charge the contract owner in the future for any such tax associated with
 deferred acquisition costs and any federal, state or local income, excise,
 business or any other type of tax measured by the amount of premium received
 by us.

 TRANSFER FEE
 You can make 12 free transfers every contract year. We measure a contract year
 from the date we issue your contract (contract date). If you make more than 12
 transfers in a contract year (excluding Dollar Cost Averaging and
 Auto-Rebalancing), we will deduct a transfer fee of $25 for each additional
 transfer. We have the right to increase this fee up to a maximum of $30 per
 transfer, but we have no current plans to do so. We will deduct the transfer
 fee pro-rata from the investment options from which the transfer is made.
 There is a different transfer fee under the Beneficiary Continuation Option.

 COMPANY TAXES
 We pay company income taxes on the taxable corporate earnings created by this
 separate account product. While we may consider company income taxes when
 pricing our products, we do not currently include such income taxes in the tax
 charges you pay under the contract. We will periodically review the issue of
 charging for these taxes and may impose a charge in the future.

 In calculating our corporate income tax liability, we derive certain corporate
 income tax benefits associated with the investment of company assets,
 including separate account assets, which are treated as company assets under
 applicable income tax law. These benefits reduce our overall corporate income
 tax liability. Under current law, such benefits may include foreign tax
 credits and corporate dividend received deductions. We do not pass these tax
 benefits through to holders of the separate account annuity contracts because
 (i) the contract owners are not the owners of the assets generating these
 benefits under applicable income tax law and (ii) we do not currently include
 company income taxes in the tax charges you pay under the contract. We reserve
 the right to change these tax practices.

                                      61



 7: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS
 CONTRACT? continued


 UNDERLYING MUTUAL FUND FEES
 When you allocate a purchase payment or a transfer to the variable investment
 options, we in turn invest in shares of a corresponding underlying mutual
 fund. Those funds charge fees that are in addition to the contract-related
 fees described in this section. For 2006, the fees of these funds ranged on an
 annual basis from 0.37% to 1.19% annually. For certain funds, expenses are
 reduced pursuant to expense waivers and comparable arrangements. In general,
 these expense waivers and comparable arrangements are not guaranteed, and may
 be terminated at any time.

 8: HOW CAN I ACCESS MY MONEY?

 You can Access Your Money by:
..   MAKING A WITHDRAWAL (EITHER PARTIAL OR FULL); OR
..   CHOOSING TO RECEIVE ANNUITY PAYMENTS DURING THE INCOME PHASE.

 WITHDRAWALS DURING THE ACCUMULATION PHASE
 When you make a full withdrawal, you will receive the value of your contract
 minus any applicable charges and fees and, if you have purchased the Contract
 With Credit, after we have taken back any credits that have not yet vested. We
 will calculate the value of your contract and charges, if any, as of the date
 we receive your request in good order at the Prudential Annuity Service Center.

 Unless you tell us otherwise, any partial withdrawal and related withdrawal
 charges will be taken proportionately from all of the investment options you
 have selected. The minimum Contract Value that must remain in order to keep
 the contract in force after a withdrawal is $2,000. If you request a
 withdrawal amount that would reduce the Contract Value below this minimum, we
 will withdraw the maximum amount available that, with the withdrawal charge,
 would not reduce the Contract Value below such minimum.

 With respect to the variable investment options, we will generally pay the
 withdrawal amount, less any required tax withholding, within seven days after
 we receive a withdrawal request in good order. We will deduct applicable
 charges, if any, from the assets in your contract.

 Income Taxes, Tax Penalties, and Certain Restrictions also may apply to any
 withdrawal you make. For a more complete explanation, See Section 9.

 AUTOMATED WITHDRAWALS
 We offer an automated withdrawal feature. This feature enables you to receive
 periodic withdrawals in monthly, quarterly, semiannual, or annual intervals.
 We will process your withdrawals at the end of the business day at the
 intervals you specify. We will continue at these intervals until you tell us
 otherwise. You can make withdrawals from any designated investment option or
 proportionally from all investment options. The minimum automated withdrawal
 amount you can make is generally $100. An assignment of the contract
 terminates any automated withdrawal program that you had in effect.

 Income Taxes, Tax Penalties, Withdrawal Charges, and certain restrictions may
 apply to automated withdrawals. For a more complete explanation, See Section 9.

 The SEC may require us to suspend or postpone payments made in connection with
 withdrawals or transfers for any period when:
..   The New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
..   Trading on the New York Stock Exchange is restricted;
..   An emergency exists, as determined by the SEC, during which sales and
    redemptions of shares of the underlying mutual funds are not feasible or we
    cannot reasonably value the accumulation units; or
..   The SEC, by order, permits suspension or postponement of payments for the
    protection of owners.

 We expect to pay the amount of any withdrawal or process any transfer made
 from the fixed interest rate options promptly upon request.

 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS
 CONTRACT?

 The tax considerations associated with the Strategic Partners Plus contract
 vary depending on whether the contract is (i) owned by an individual and not
 associated with a tax-favored retirement plan (including contracts held by a
 non-natural person, such as a

                                      62



 trust, acting as an agent for a natural person), or (ii) held under a
 tax-favored retirement plan. We discuss the tax considerations for these
 categories of contracts below. The discussion is general in nature and
 describes only federal income tax law (not state or other tax laws). It is
 based on current law and interpretations, which may change. The discussion
 includes a description of certain spousal rights under the contract and under
 tax-qualified plans. Our administration of such spousal rights and related tax
 reporting accords with our understanding of the Defense of Marriage Act (which
 defines a "marriage" as a legal union between a man and a woman and a "spouse"
 as a person of the opposite sex). The information provided is not intended as
 tax advice. You should consult with a qualified tax advisor for complete
 information and advice. References to purchase payments below relate to your
 cost basis in your contract. Generally, your cost basis in a contract not
 associated with a tax-favored retirement plan is the amount you pay into your
 contract, or into annuities exchanged for your contract, on an after-tax basis
 less any withdrawals of such payments.

 This contract may also be purchased as a non-qualified annuity (i.e., a
 contract not held under a tax-favored retirement plan) by a trust or custodial
 IRA, which can hold other permissible assets other than the annuity. The terms
 and administration of the trust or custodial account in accordance with the
 laws and regulations for IRAs, as applicable, are the responsibility of the
 applicable trustee or custodian.

 CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT
 PLANS)

 Taxes Payable by You
 We believe the contract is an annuity contract for tax purposes. Accordingly,
 as a general rule, you should not pay any tax until you receive money under
 the contract.

 Generally, annuity contracts issued by the same company (and affiliates) to
 you during the same calendar year must be treated as one annuity contract for
 purposes of determining the amount subject to tax under the rules described
 below.

 Charges for investment advisory fees that are taken from the contract are
 treated as a partial withdrawal from the contract and will be reported as such
 to the contract owner.

 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract such as the
 Guaranteed Minimum Death Benefit, should be treated for federal income tax
 purposes as a partial withdrawal from the contract. If this were the case, the
 charge for these benefits could be deemed a withdrawal and treated as taxable
 to the extent there are earnings in the contract. Additionally, for owners
 under age 59 1/2, the taxable income attributable to the charge for the
 benefit could be subject to a tax penalty.

 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 Taxes on Withdrawals and Surrender
 If you make a withdrawal from your contract or surrender it before annuity
 payments begin, the amount you receive will be taxed as ordinary income,
 rather than as return of purchase payments, until all gain has been withdrawn.
 Once all gain has been withdrawn, payments will be treated as a nontaxable
 return of purchase payments until all purchase payments have been returned.
 After all purchase payments are returned, all subsequent amounts will be taxed
 as ordinary income. You will generally be taxed on any withdrawals from the
 contract while you are alive even if the withdrawal is paid to someone else.
 Withdrawals under Lifetime Five or as a systematic payment are taxed under
 these rules.

 If you assign or pledge all or part of your contract as collateral for a loan,
 the part assigned generally will be treated as a withdrawal. Also, if you
 elect the interest payment option that we may offer, that election will be
 treated, for tax purposes, as surrendering your contract.

 If you transfer your contract for less than full consideration, such as by
 gift, you will trigger tax on any gain in the contract. This rule does not
 apply if you transfer the contract to your spouse or under most circumstances
 you transfer the contract incident to divorce.

 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your purchase payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the annuity payment you receive by a fraction, the
 numerator of which is your purchase payments (less any amounts previously
 received tax-free) and the denominator of which is the total expected payments
 under the contract.

 After the full amount of your purchase payments have been recovered tax-free,
 the full amount of the annuity payments will be taxable. If annuity payments
 stop due to the death of the annuitant before the full amount of your purchase
 payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.

                                      63



 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS
 CONTRACT? continued


 Tax Penalty on Withdrawals and Annuity Payments
 Any taxable amount you receive under your contract may be subject to a 10% tax
 penalty. Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty.); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Special Rules in Relation to Tax-free Exchanges under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code) permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity. If the annuity is purchased through a tax-free exchange of a
 life insurance, annuity or endowment contract that was purchased prior to
 August 14, 1982, then any purchase payments made to the original contract
 prior to August 14, 1982 will be treated as made to the new contract prior to
 that date. (See "Federal Tax Status" in the Statement of Additional
 Information).

 Partial surrenders may be treated in the same way as tax-free 1035 exchanges
 of entire contracts, therefore avoiding current taxation of any gains in the
 contract as well as the 10% tax penalty on pre-age 59 1/2 withdrawals. The IRS
 has reserved the right to treat transactions it considers abusive as
 ineligible for this favorable partial 1035 exchange treatment. We do not know
 what transactions may be considered abusive. For example, we do not know how
 the IRS may view early withdrawals or annuitizations after a partial exchange.
 In addition, it is unclear how the IRS will treat a partial exchange from a
 life insurance, endowment, or annuity contract into an immediate annuity. As
 of the date of this prospectus, we will accept a partial 1035 exchange from a
 non-qualified annuity into an immediate annuity as a "tax-free" exchange for
 future tax reporting purposes, except to the extent that we, as a reporting
 and withholding agent, believe that we would be expected to deem the
 transaction to be abusive. However, some insurance companies may not recognize
 these partial surrenders as tax-free exchanges and may report them as taxable
 distributions to the extent of any gain distributed as well as subjecting the
 taxable portion of the distribution to the 10% tax penalty. We strongly urge
 you to discuss any transaction of this type with your tax advisor before
 proceeding with the transaction.

 Taxes Payable by Beneficiaries
 The death benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the death
 benefit, as determined under federal law, is also included in the owner's
 estate.

 Generally, the same tax rules described above would also apply to amounts
 received by your beneficiary.


 Choosing any option other than a lump sum death benefit may defer taxes.
 Certain required minimum distribution provisions under the tax law apply upon
 your death, as discussed further below.


 Tax consequences to the beneficiary vary among the death benefit payment
 options.

..   Choice 1: The beneficiary is taxed on earnings in the contract.
..   Choice 2: The beneficiary is taxed as amounts are withdrawn (in this case
    earnings are treated as being distributed first).
..   Choice 3: The beneficiary is taxed on each payment (part will be treated as
    earnings and part as return of premiums).

 Considerations for Co-Annuitants
 There may be adverse tax consequences if a Co-Annuitant succeeds an Annuitant
 when an annuity is owned by a trust that is neither tax exempt nor qualifies
 for preferred treatment under certain sections of the Code. In general, the
 Code is designed to prevent indefinite deferral of tax. Continuing the benefit
 of tax deferral by naming one or more Co-Annuitants when an annuity is owned
 by a non-qualified trust might be deemed an attempt to extend the tax deferral
 for an indefinite period. Therefore, adverse tax treatment may depend on the
 terms of the trust, who is named as Co-Annuitant, as well as the particular
 facts and circumstances. You should consult your tax advisor before naming a
 Co-Annuitant if you expect to use an Annuity in such a fashion.

 Reporting and Withholding on Distributions
 Taxable amounts distributed from your annuity contracts are subject to federal
 and state income tax reporting and withholding. In general, we will withhold
 federal income tax from the taxable portion of such distribution based on the
 type of distribution. In the

                                      64



 case of an annuity or similar periodic payment, we will withhold as if you are
 a married individual with three exemptions unless you designate a different
 withholding status. In the case of all other distributions, we will withhold
 at a 10% rate. You may generally elect not to have tax withheld from your
 payments. An election out of withholding must be made on forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 CONTRACTS HELD BY TAX FAVORED PLANS section below for a discussion regarding
 withholding rules for tax favored plans (for example, an IRA).

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.

 Entity Owners

 Where a contract is held by a non-natural person (e.g. a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.


 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will be subject to the tax
 reporting and withholding requirements for contracts not held by tax favored
 plans.

 Annuity Qualification

 DIVERSIFICATION AND INVESTOR CONTROL. In order to qualify for the tax rules
 applicable to annuity contracts described above, the assets underlying the
 variable investment options of the annuity contract must be diversified,
 according to certain rules under the Internal Revenue Code. Each portfolio is
 required to diversify its investments each quarter so that no more than 55% of
 the value of its assets is represented by any one investment, no more than 70%
 is represented by any two investments, no more than 80% is represented by any
 three investments, and no more than 90% is represented by any four
 investments. Generally, securities of a single issuer are treated as one
 investment and obligations of each U.S. Government agency and instrumentality
 (such as the Government National Mortgage Association) are treated as issued
 by separate issuers. In addition, any security issued, guaranteed or insured
 (to the extent so guaranteed or insured) by the United States or an
 instrumentality of the U.S. will be treated as a security issued by the U.S.
 Government or its instrumentality, where applicable. We believe the portfolios
 underlying the variable investment options of the Contract meet these
 diversification requirements.

 An additional requirement for qualification for the tax treatment described
 above is that we, and not you as the contract owner, must have sufficient
 control over the underlying assets to be treated as the owner of the
 underlying assets for tax purposes. While we also believe these investor
 control rules will be met, the Treasury Department may promulgate guidelines
 under which a variable annuity will not be treated as an annuity for tax
 purposes if persons with ownership rights have excessive control over the
 investments underlying such variable annuity. It is unclear whether such
 guidelines, if in fact promulgated, would have retroactive effect. It is also
 unclear what effect, if any, such guidelines may have on transfers between the
 investment options offered pursuant to this prospectus. We reserve the right
 to take any action, including modifications to your contract or the investment
 options, required to comply with such guidelines if promulgated. Any such
 changes will apply uniformly to affected owners and will be made with such
 notice to affected owners as is feasible under the circumstances.


 Please refer to the Statement of Additional Information for further
 information on these diversification and investor control issues.



 Changes in the Contract
 We reserve the right to make any changes we deem necessary to assure that the
 contract qualifies as an annuity contract for tax purposes. Any such changes
 will apply to all contract owners and you will be given notice to the extent
 feasible under the circumstances.

 Additional Information
 You should refer to the Statement of Additional Information if:


..   Your contract was issued in exchange for a contract containing purchase
    payments made before August 14, 1982.
..   You transfer your contract to, or designate, a beneficiary who is either
    37 1/2 years younger than you or a grandchild.

                                      65



 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS
 CONTRACT? continued



 Required Distributions upon Your Death for Contracts Owned by Individuals (not
 associated with tax-favored plans)

 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 If you die before the annuity date, the entire interest in the contract must
 be distributed within 5 years after the date of death or as periodic payments
 over a period not extending beyond the life or life expectancy of such
 designated beneficiary and if such payments begin within 1 year of your death,
 the value of the contract may be distributed over the beneficiary's life or a
 period not exceeding the beneficiary's life expectancy. Your designated
 beneficiary is the person to whom benefit rights under the contract pass by
 reason of death, and must be a natural person in order to elect a periodic
 payment option based on life expectancy or a period exceeding five years.

 Additionally, if the contract is payable to (or for the benefit of) your
 surviving spouse, that portion of the contract may be continued with your
 spouse as the owner.


 CONTRACTS HELD BY TAX FAVORED PLANS
 The following discussion covers annuity contracts held under tax-favored
 retirement plans.

 Currently, the contract may be purchased for use in connection with individual
 retirement accounts and annuities (IRAs) which are subject to Sections 408(a)
 and 408(b) of the Code and Roth Individual Retirement Accounts (Roth IRAs)
 under Section 408A of the Code. This description assumes that you have
 satisfied the requirements for eligibility for these products.

 YOU SHOULD BE AWARE THAT TAX FAVORED PLANS SUCH AS IRAS GENERALLY PROVIDE TAX
 DEFERRAL REGARDLESS WHETHER THEY INVEST IN ANNUITY CONTRACTS. THIS MEANS THAT
 WHEN A TAX FAVORED PLAN INVESTS IN AN ANNUITY CONTRACT, IT GENERALLY DOES NOT
 RESULT IN ANY ADDITIONAL TAX DEFERRAL BENEFITS.

 Types of Tax Favored Plans
 IRAs. If you buy a contract for use as an IRA, we will provide you a copy of
 the prospectus and contract. The "IRA Disclosure Statement," attached to this
 prospectus, contains information about eligibility, contribution limits, tax
 particulars, and other IRA information. In addition to this information (some
 of which is summarized below), the IRS requires that you have a "free look"
 after making an initial contribution to the contract. During this time, you
 can cancel the contract by notifying us in writing, and we will refund all of
 the purchase payments under the contract (or, if provided by applicable state
 law, the amount your contract is worth, if greater) less any applicable
 federal and state income tax withholding.

 Contributions Limits/Rollovers. Because of the way the contract is designed,
 you may only purchase a contract for an IRA in connection with a "rollover" of
 amounts from a qualified retirement plan or transfer from another IRA, or if
 you are age 50 or older and by making a single contribution consisting of your
 IRA contributions and catch-up contributions attributable to a prior year and
 the current year during the period from January 1 to April 15 of the current
 year. You must make a minimum initial payment of $10,000 to purchase a
 contract. This minimum is greater than the maximum amount of any annual
 contribution allowed by law you may make to an IRA. For 2007, the limit is
 $4,000, increasing to $5,000 in 2008. After 2008, the contribution amount will
 be indexed for inflation. The tax law also provides for a catch-up provision
 for individuals who are age 50 and above, allowing those individuals an
 additional $1,000 contribution each year. The "rollover" rules under the Code
 are fairly technical; however, an individual (or his or her surviving spouse)
 may generally "roll over" certain distributions from tax favored retirement
 plans (either directly or within 60 days from the date of these distributions)
 if he or she meets the requirements for distribution. Once you buy the
 contract, you can make regular IRA contributions under the contract (to the
 extent permitted by law). However, if you make such regular IRA contributions,
 you should note that you will not be able to treat the contract as a "conduit
 IRA," which means that you will not retain possible favorable tax treatment if
 you subsequently "roll over" the contract funds originally derived from a
 qualified retirement plan into another Section 401(a) plan.

 Required Provisions. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:
..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);
..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract, other than to Pruco Life;
..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);

                                      66



..   The date on which required minimum distributions must begin cannot be later
    than April 1st of the calendar year after the calendar year you turn age
    70 1/2; and
..   Death and annuity payments must meet "required minimum distribution
    provisions under the law".

 Usually, the full amount of any distribution from an IRA (including a
 distribution from this contract) which is not a rollover is taxable. As
 taxable income, these distributions are subject to the general tax withholding
 rules described earlier. In addition to this normal tax liability, you may
 also be liable for the following, depending on your actions:
..   A 10% "early distribution penalty";
..   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or
..   Failure to take a minimum distribution.

 ROTH IRAs. Like standard IRAs, income within a Roth IRA accumulates tax-free,
 and contributions are subject to specific limits. Roth IRAs have, however, the
 following differences:
..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements: (1) the distribution must be made (a) after the owner of the
    IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
    disability; or (d) for a qualified first time homebuyer distribution within
    the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
    must be made in the year that is at least five tax years after the first
    year for which a contribution was made to any Roth IRA established for the
    owner or five years after a rollover, transfer, or conversion was made from
    a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not
    qualified distributions will be treated as made first from contributions
    and then from earnings, and earnings will be taxed generally in the same
    manner as distributions from a traditional IRA; and
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 The "IRA Disclosure Statement" attached to this prospectus contains some
 additional information on Roth IRAs.


 Because the contract's minimum initial payment of $10,000 is greater than the
 maximum annual contribution permitted to be made to a Roth IRA, you may only
 purchase the contract for a Roth IRA in connection with a "rollover" or
 "conversion" of amounts of another traditional IRA, conduit IRA, or Roth IRA,
 or if you are age 50 or older and by making a single contribution consisting
 of your Roth IRA contributions and catch-up contributions attributable to a
 prior year and the current year during the period from January 1 to April 15
 of the current year. The Code permits persons who meet certain income
 limitations (generally, adjusted gross income under $100,000 who are not
 married filing a separate return), and who receive certain qualifying
 distributions from such non-Roth IRAs, to directly rollover or make, within 60
 days, a "rollover" of all or any part of the amount of such distribution to a
 Roth IRA which they establish. Beginning January 2008, an individual receiving
 an eligible rollover distribution from a qualified plan can directly roll over
 contributions to a Roth IRA, subject to the same income limits. This
 conversion triggers current taxation (but is not subject to a 10% early
 distribution penalty). Once the contract has been purchased, regular Roth IRA
 contributions will be accepted to the extent permitted by law. In addition, as
 of January 1, 2006, an individual receiving an eligible rollover distribution
 from a designated Roth account under an employer plan may roll over the
 distribution to a Roth IRA. If you are considering rolling over funds from
 your Roth account under an employer plan, please contact your Financial
 Professional prior to purchase to confirm whether such rollovers are being
 accepted.


 Required Minimum Distributions and Payment Options
 If you hold the contract under an IRA (or other tax-favored plan), IRS
 required minimum distribution provisions must be satisfied. This means that
 generally payments must start by April 1 of the year after the year you reach
 age 70 1/2 and must be made for each year thereafter. Roth IRAs are not
 subject to these rules during the owner's lifetime. The amount of the payment
 must at least equal the minimum required under the IRS rules. Several choices
 are available for calculating the minimum amount. More information on the
 mechanics of this calculation is available on request. Please contact us a
 reasonable time before the IRS deadline so that a timely distribution is made.
 Please note that there is a 50% tax penalty on the amount of any minimum
 distribution not made in a timely manner.

 Effective in 2006, in accordance with recent changes in laws and regulations,
 required minimum distributions will be calculated based on the sum of the
 Contract Value and the actuarial value of any additional death benefits and
 benefits from optional riders that you have purchased under the contract. As a
 result, the required minimum distributions may be larger than if the
 calculation were based on the Contract Value only, which may in turn result in
 an earlier (but not before the required beginning date) distribution of
 amounts under the contract and an increased amount of taxable income
 distributed to the contract owner, and a reduction of death benefits and the
 benefits of any optional riders.


 You can use the minimum distribution option to satisfy the IRS required
 minimum distribution provisions for this contract without either beginning
 annuity payments or surrendering the contract. We will distribute to you this
 minimum distribution amount, less any other partial withdrawals that you made
 during the year.


                                      67



 9: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS
 CONTRACT? continued


 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. Similar rules apply if you inherit more than one Roth IRA
 from the same owner.

 Required Distributions upon Your Death for Qualified Contracts Held by Tax
 Favored Plans
 Upon your death under and IRA, 403(b) or other qualified investment", the
 designated beneficiary may generally elect to continue the contract and
 receive required minimum distributions under the contract instead of receiving
 the death benefit in a single payment. The available payment options will
 depend on whether you die before the date required minimum distributions under
 the Code were required to begin, whether you have named a designated
 beneficiary and whether that beneficiary is your surviving spouse.


..   If you die after a designated beneficiary has been named, the death benefit
    must be distributed by December 31/st/ of the year including the five year
    anniversary of the date of death, or as periodic payments not extending
    beyond the life or life expectancy of the designated beneficiary (as long
    as payments begin by December 31/st/ of the year following the year of
    death). However, if your surviving spouse is the beneficiary, the death
    benefit can be paid out over the life or life expectancy of your spouse
    with such payments beginning no later than December 31/st/ of the year
    following the year of death of December 31/st/ of the year in which you
    would have reached age 70 1/2, which ever is later. Additionally, if the
    contract is payable to (or for the benefit of) your surviving spouse, that
    portion of the contract may be continued with your spouse as the owner.
..   If you die before a designated beneficiary is named and before the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out by December 31st of the year including the five year
    anniversary of the date of death. For contracts where multiple
    beneficiaries have been named and at least one of the beneficiaries does
    not qualify as a designated beneficiary and the account has not been
    divided into separate accounts by December 31/st/ of the year following the
    year of death such contract is deemed to have no designated beneficiary.

..   If you die before a designated beneficiary is named and after the date
    required minimum distributions must begin under the Code, the death benefit
    must be paid out at least as rapidly as under the method then in effect.
    For contracts where multiple beneficiaries have been named and at least one
    of the beneficiaries does not qualify as a designated beneficiary and the
    account has not been divided into separate accounts by December 31/st/ of
    the year following the year of death, such contract is deemed to have no
    designated beneficiary.

 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the minimum distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date required minimum distributions must begin under
 the Code.

 Penalty for Early Withdrawals
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA or Roth IRA before you attain age 59 1/2.

 Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty.)

 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 Withholding
 Unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of the withholding certificate that you file with us.
 If you do not file a certificate, we will automatically withhold federal taxes
 on the following basis:
..   For any annuity payments not subject to mandatory withholding, you will
    have taxes withheld by us as if you are a married individual, with three
    exemptions; and
..   For all other distributions, we will withhold at a 10% rate.

                                      68



 We will provide you with forms and instructions concerning the right to elect
 that no amount be withheld from payments in the ordinary course. However, you
 should know that, in any event, you are liable for payment of federal income
 taxes on the taxable portion of the distributions, and you should consult with
 your tax advisor to find out more information on your potential liability if
 you fail to pay such taxes.


 ERISA Disclosure/Requirements

 ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
 prevent a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract.

 Information about any applicable fees, charges, discounts, penalties or
 adjustments may be found under Section 7, "What Are The Expenses Associated
 With The Strategic Partners Plus Contract?"

 Information about sales representatives and commissions may be found under
 "Other Information" and "Sale And Distribution Of The Contract" in Section 10.


 Other relevant information required by the exemptions is contained in the
 contract and accompanying documentation.


 Please consult with your tax advisor if you have any additional questions
 about ERISA and these disclosure requirements.

 Additional Information
 For additional information about federal tax law requirements applicable to
 tax favored plans, see the "IRA Disclosure Statement," attached to this
 prospectus.

 10: OTHER INFORMATION

 PRUCO LIFE INSURANCE COMPANY
 Pruco Life Insurance Company (Pruco Life) is a stock life insurance company
 which was organized on December 23, 1971 under the laws of the State of
 Arizona. It is licensed to sell life insurance and annuities in the District
 of Columbia, Guam and in all states except New York.

 Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of
 America (Prudential), a New Jersey stock life insurance company that has been
 doing business since October 13, 1875. Prudential is an indirect wholly-owned
 subsidiary of Prudential Financial, Inc. (Prudential Financial), a New Jersey
 insurance holding company. As Pruco Life's ultimate parent, Prudential
 Financial exercises significant influence over the operations and capital
 structure of Pruco Life and Prudential. However, neither Prudential Financial,
 Prudential, nor any other related company has any legal responsibility to pay
 amounts that Pruco Life may owe under the contract.

 THE SEPARATE ACCOUNT
 We have established a separate account, the Pruco Life Flexible Premium
 Variable Annuity Account (separate account), to hold the assets that are
 associated with the variable annuity contracts. The separate account was
 established under Arizona law on June 16, 1995, and is registered with the SEC
 under the Investment Company Act of 1940 as a unit investment trust, which is
 a type of investment company. The assets of the separate account are held in
 the name of Pruco Life and legally belong to us. These assets are kept
 separate from all of our other assets and may not be charged with liabilities
 arising out of any other business we may conduct. More detailed information
 about Pruco Life, including its audited consolidated financial statements, is
 provided in the Statement of Additional Information.

 SALE AND DISTRIBUTION OF THE CONTRACT
 Prudential Investment Management Services LLC (PIMS), a wholly-owned
 subsidiary of Prudential Financial, Inc., is the distributor and principal
 underwriter of the securities offered through this prospectus. PIMS acts as
 the distributor of a number of annuity contracts and life insurance products
 we offer.

 PIMS's principal business address is 100 Mulberry Street, Newark, New Jersey
 07102-4077. PIMS is registered as a broker/dealer under the Securities
 Exchange Act of 1934 (Exchange Act) and is a member of the National
 Association of Securities Dealers, Inc. (NASD).

 The contract is offered on a continuous basis. PIMS enters into distribution
 agreements with broker/dealers who are registered under the Exchange Act and
 with entities that may offer the contract but are exempt from registration
 (firms). Applications for the

                                      69



 10: OTHER INFORMATION continued

 contract are solicited by registered representatives of those firms. Such
 representatives will also be our appointed insurance agents under state
 insurance law. In addition, PIMS may offer the contract directly to potential
 purchasers.

 Commissions are paid to firms on sales of the contract according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of purchase payments made, up to a maximum of
 8%. Alternative compensation schedules are available that provide a lower
 initial commission plus ongoing annual compensation based on all or a portion
 of Contract Value. We may also provide compensation to the distributing firm
 for providing ongoing service to you in relation to the contract. Commissions
 and other compensation paid in relation to the contract do not result in any
 additional charge to you or to the separate account.

 In addition, in an effort to promote the sale of our products (which may
 include the placement of Pruco Life and/or the contract on a preferred or
 recommended company or product list and/or access to the firm's registered
 representatives), we or PIMS may enter into compensation arrangements with
 certain broker/dealer firms with respect to certain or all registered
 representatives of such firms under which such firms may receive separate
 compensation or reimbursement for, among other things, training of sales
 personnel and/or marketing and/or administrative services and/or other
 services they provide to us or our affiliates. These services may include, but
 are not limited to: educating customers of the firm on the contract's
 features; conducting due diligence and analysis; providing office access,
 operations and systems support; holding seminars intended to educate
 registered representatives and make them more knowledgeable about the
 contract; providing a dedicated marketing coordinator; providing priority
 sales desk support; and providing expedited marketing compliance approval to
 PIMS. Further information about the firms that are part of these compensation
 arrangements appears in the Statement of Additional Information, which is
 available without charge upon request.

 To the extent permitted by NASD rules and other applicable laws and
 regulations, PIMS may pay or allow other promotional incentives or payments in
 the form of cash or non-cash compensation. These arrangements may not be
 offered to all firms and the terms of such arrangements may differ between
 firms.

 You should note that firms and individual registered representatives and
 branch managers within some firms participating in one of these compensation
 arrangements might receive greater compensation for selling the contract than
 for selling a different contract that is not eligible for these compensation
 arrangements. While compensation is generally taken into account as an expense
 in considering the charges applicable to a contract product, any such
 compensation will be paid by us or PIMS and will not result in any additional
 charge to you. Your registered representative can provide you with more
 information about the compensation arrangements that apply upon the sale of
 the contract.

 On July 1, 2003, Prudential Financial combined its retail securities brokerage
 and clearing operations with those of Wachovia Corporation ("Wachovia") and
 formed Wachovia Securities Financial Holdings, LLC ("Wachovia Securities"), a
 joint venture headquartered in Richmond, Virginia. PFI has a 38% ownership
 interest in the joint venture, while Wachovia owns the remaining 62%. Wachovia
 and Wachovia Securities are key distribution partners for certain products of
 Prudential Financial affiliates, including mutual funds and individual
 annuities that are distributed through their financial advisors, bank channel
 and independent channel. In addition, Prudential Financial is a service
 provider to the managed account platform and certain wrap-fee programs offered
 by Wachovia Securities. The Strategic Partners Plus and Strategic Partners
 Plus 3 variable annuities are sold through Wachovia Securities.

 LITIGATION

 Pruco Life 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 Pruco Life and that are typical of the
 businesses in which Pruco Life operates. Class action lawsuits 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.
 Pruco Life may also be subject to litigation arising out of its general
 business activities, such as its investments and third party contracts. In
 certain of these matters, the plaintiffs may seek large and/or indeterminate
 amounts, including punitive or exemplary damages.


 Stewart v. Prudential, et al. is a lawsuit brought in the Circuit Court of the
 First Judicial District of Hinds County, Mississippi by the beneficiaries of
 an alleged life insurance policy against Pruco Life and Prudential. The
 complaint alleges that the Prudential defendants acted in bad faith when they
 failed to pay a death benefit on an alleged contract of insurance that was
 never delivered. In February 2006, the jury awarded the plaintiffs $1.4
 million in compensatory damages and $35 million in punitive damages. Motions
 for a new trial, judgment notwithstanding the verdict and remittitur, were
 denied in June 2006. Pruco Life's appeal with the Mississippi Supreme Court is
 pending.

 Pruco Life's litigation and regulatory matters are 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
 Pruco Life in a particular quarterly or annual

                                      70



 period could be materially affected by an ultimate unfavorable resolution of
 litigation and regulatory matters, depending, in part upon the results of
 operations or cash flow for such period. Management believes, however, that
 the ultimate outcome of all pending litigation and regulatory matters, after
 consideration of applicable reserves and rights to indemnification, should not
 have a material adverse effect on Pruco Life's financial position.

 ASSIGNMENT
 In general, you can assign the contract at any time during your lifetime. If
 you do so, we will reset the death benefit to equal the Contract Value on the
 date the assignment occurs. For details, see Section 4, "What Is The Death
 Benefit?" We will not be bound by the assignment until we receive written
 notice. We will not be liable for any payment or other action we take in
 accordance with the contract if that action occurs before we receive notice of
 the assignment. An assignment, like any other change in ownership, may trigger
 a taxable event. If you assign the contract, that assignment will result in
 the termination of any automated withdrawal program that had been in effect.
 If the new owner wants to re-institute an automated withdrawal program, then
 he/she needs to submit the forms that we require, in good order.

 If the contract is issued under a qualified plan, there may be limitations on
 your ability to assign the contract. For further information please speak to
 your representative.

 FINANCIAL STATEMENTS
 The financial statements of the separate account and Pruco Life, the co-issuer
 of the Strategic Partners Plus contract, are included in the Statement of
 Additional Information.

 STATEMENT OF ADDITIONAL INFORMATION

 Contents:
..   Company
..   Experts
..   Principal Underwriter
..   Payments Made to Promote Sale of Our Products
..   Allocation of Initial Purchase Payment
..   Determination of Accumulation Unit Values
..   Federal Tax Status
..   State Specific Variations
..   Financial Statements
..   Separate Account Financial Information
..   Company Financial Information

 HOUSEHOLDING
 To reduce costs, we now send only a single copy of prospectuses and
 shareholder reports to each consenting household, in lieu of sending a copy to
 each contract owner that resides in the household. If you are a member of such
 a household, you should be aware that you can revoke your consent to
 householding at any time, and begin to receive your own copy of prospectuses
 and shareholder reports, by calling (877) 778-5008.

                                      71



                     APPENDIX A - ACCUMULATION UNIT VALUES

 As we have indicated throughout this prospectus, the Strategic Partners Plus
 Variable Annuity is a contract that allows you to select or decline any of
 several features that carries with it a specific asset-based charge. We
 maintain a unique unit value corresponding to each combination of such
 contract features. Here, we depict the historical unit values corresponding to
 the contract features bearing the highest and lowest combination of
 asset-based charges. The remaining unit values appear in the Statement of
 Additional Information, which you may obtain free of charge by calling
 (888) PRU-2888 or by writing to us at the Prudential Annuity Service Center,
 P.O. Box 7960, Philadelphia, PA 19176. As discussed in the prospectus, if you
 select certain optional benefits (e.g., Lifetime Five), we limit the
 investment options to which you may allocate your Contract Value. In certain
 of these accumulation unit value tables, we set forth accumulation unit values
 that assume election of one or more of such optional benefits and allocation
 of Contract Value to portfolios that currently are not permitted as part of
 such optional benefits. Such unit values are set forth for general reference
 purposes only, and are not intended to indicate that such portfolios may be
 acquired along with those optional benefits.


           STRATEGIC PARTNERS PLUS ANNUITY (Base Death Benefit 1.40)




- -------------------------------------------------------------------------------------
                                                                      Number of
                                  Accumulation     Accumulation      Accumulation
                                  Unit Value at    Unit Value at Units Outstanding at
                               Beginning of Period End of Period    End of Period
                                                        
- -------------------------------------------------------------------------------------
Jennison Portfolio
    5/7/2001* to 12/31/2001         $0.99430         $0.86988           33,208
    1/1/2002 to 12/31/2002          $0.86988         $0.59236           41,596
    1/1/2003 to 12/31/2003          $0.59236         $0.76091           41,580
    1/1/2004 to 12/31/2004          $0.76091         $0.82279            3,931
    1/1/2005 to 12/31/2005          $0.82279         $0.92957            3,916
    1/1/2006 to 12/31/2006          $0.92957         $0.93320                0
    2/4/2002* to 12/31/2002         $0.97701         $0.70649                0
    1/1/2003 to 12/31/2003          $0.70649         $0.90749                0
    1/1/2004 to 12/31/2004          $0.90749         $0.98122                0
    1/1/2005 to 12/31/2005          $0.98122         $1.10855                0
    1/1/2006 to 12/31/2006          $1.10855         $1.11284                0
- -------------------------------------------------------------------------------------
Prudential Equity Portfolio
    5/1/2002* to 12/31/2002         $1.00967         $0.80531                0
    1/1/2003 to 12/31/2003          $0.80531         $1.04571                0
    1/1/2004 to 12/31/2004          $1.04571         $1.13373                0
    1/1/2005 to 12/31/2005          $1.13373         $1.24642                0
    1/1/2006 to 12/31/2006          $1.24642         $1.38377                0
    2/4/2002* to 12/31/2002         $0.97750         $0.78176                0
    1/1/2003 to 12/31/2003          $0.78176         $1.01497                0
    1/1/2004 to 12/31/2004          $1.01497         $1.10038                0
    1/1/2005 to 12/31/2005          $1.10038         $1.20970                0
    1/1/2006 to 12/31/2006          $1.20970         $1.34302                0
- -------------------------------------------------------------------------------------
Prudential Global Portfolio
    5/7/2001* to 12/31/2001         $0.99996         $0.83992                0
    1/1/2002 to 12/31/2002          $0.83992         $0.62009                0
    1/1/2003 to 12/31/2003          $0.62009         $0.81994                0
    1/1/2004 to 12/31/2004          $0.81994         $0.88620                0
    1/1/2005 to 12/31/2005          $0.88620         $1.01441                0
    1/1/2006 to 12/31/2006          $1.01441         $1.19706                0
    2/4/2002* to 12/31/2002         $0.98632         $0.76666                0
    1/1/2003 to 12/31/2003          $0.76666         $1.01366                0
    1/1/2004 to 12/31/2004          $1.01366         $1.09542                0
    1/1/2005 to 12/31/2005          $1.09542         $1.25393                0
    1/1/2006 to 12/31/2006          $1.25393         $1.47969                0


                                      A-1





- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    5/7/2001* to 12/31/2001                          $1.00009         $1.01253                0
    1/1/2002 to 12/31/2002                           $1.01253         $1.01372                0
    1/1/2003 to 12/31/2003                           $1.01372         $1.00812                0
    1/1/2004 to 12/31/2004                           $1.00812         $1.00423                0
    1/1/2005 to 12/31/2005                           $1.00423         $1.01903                0
    1/1/2006 to 12/31/2006                           $1.01903         $1.05254                0
    2/4/2002* to 12/31/2002                          $1.00003         $1.00082          188,201
    1/1/2003 to 12/31/2003                           $1.00082         $0.99527          244,578
    1/1/2004 to 12/31/2004                           $0.99527         $0.99141          218,407
    1/1/2005 to 12/31/2005                           $0.99141         $1.00599          172,616
    1/1/2006 to 12/31/2006                           $1.00599         $1.03920          158,023
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    5/7/2001* to 12/31/2001                          $0.99726         $0.90493                0
    1/1/2002 to 12/31/2002                           $0.90493         $0.69437                0
    1/1/2003 to 12/31/2003                           $0.69437         $0.87784                0
    1/1/2004 to 12/31/2004                           $0.87784         $0.95615                0
    1/1/2005 to 12/31/2005                           $0.95615         $0.98584                0
    1/1/2006 to 12/31/2006                           $0.98584         $1.12337                0
    2/4/2002* to 12/31/2002                          $0.97534         $0.78517                0
    1/1/2003 to 12/31/2003                           $0.78517         $0.99254                0
    1/1/2004 to 12/31/2004                           $0.99254         $1.08106                0
    1/1/2005 to 12/31/2005                           $1.08106         $1.11454                0
    1/1/2006 to 12/31/2006                           $1.11454         $1.27016                0
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    5/1/2002* to 12/31/2002                          $1.00860         $0.79744                0
    1/1/2003 to 12/31/2003                           $0.79744         $1.00719                0
    1/1/2004 to 12/31/2004                           $1.00719         $1.15535                0
    1/1/2005 to 12/31/2005                           $1.15535         $1.32936                0
    1/1/2006 to 12/31/2006                           $1.32936         $1.57254                0
    2/4/2002* to 12/31/2002                          $0.97746         $0.79350                0
    1/1/2003 to 12/31/2003                           $0.79350         $1.00220           64,859
    1/1/2004 to 12/31/2004                           $1.00220         $1.14963           56,890
    1/1/2005 to 12/31/2005                           $1.14963         $1.32269                0
    1/1/2006 to 12/31/2006                           $1.32269         $1.56464                0
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    5/7/2001* to 12/31/2001                          $0.99881         $0.87109                0
    1/1/2002 to 12/31/2002                           $0.87109         $0.66866                0
    1/1/2003 to 12/31/2003                           $0.66866         $0.87565                0
    1/1/2004 to 12/31/2004                           $0.87565         $0.99098                0
    1/1/2005 to 12/31/2005                           $0.99098         $1.07976                0
    1/1/2006 to 12/31/2006                           $1.07976         $1.21685                0
    2/4/2002* to 12/31/2002                          $0.98198         $0.80240                0
    1/1/2003 to 12/31/2003                           $0.80240         $1.05061                0
    1/1/2004 to 12/31/2004                           $1.05061         $1.18898                0
    1/1/2005 to 12/31/2005                           $1.18898         $1.29548                0
    1/1/2006 to 12/31/2006                           $1.29548         $1.46007                0


                                      A-2





- --------------------------------------------------------------------------------------------------
                                                                                   Number of
                                               Accumulation     Accumulation      Accumulation
                                               Unit Value at    Unit Value at Units Outstanding at
                                            Beginning of Period End of Period    End of Period
                                                                     
- --------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    5/7/2001* to 12/31/2001                      $0.99724         $0.87500                0
    1/1/2002 to 12/31/2002                       $0.87500         $0.68204                0
    1/1/2003 to 12/31/2003                       $0.68204         $0.85087                0
    1/1/2004 to 12/31/2004                       $0.85087         $0.93878                0
    1/1/2005 to 4/29/2005                        $0.93878         $0.86680                0
    2/4/2002* to 12/31/2002                      $0.97611         $0.80273                0
    1/1/2003 to 12/31/2003                       $0.80273         $1.00158                0
    1/1/2004 to 12/31/2004                       $1.00158         $1.10499                0
    1/1/2005 to 4/29/2005                        $1.10499         $1.02030                0
- --------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    5/7/2001* to 12/31/2001                      $0.99084         $0.84109                0
    1/1/2002 to 12/31/2002                       $0.84109         $0.70328                0
    1/1/2003 to 12/31/2003                       $0.70328         $0.85787                0
    1/1/2004 to 12/31/2004                       $0.85787         $0.92049                0
    1/1/2005 to 12/31/2005                       $0.92049         $0.94985                0
    1/1/2006 to 12/31/2006                       $0.94985         $1.08712                0
    2/4/2002* to 12/31/2002                      $0.98416         $0.85696                0
    1/1/2003 to 12/31/2003                       $0.85696         $1.04529                0
    1/1/2004 to 12/31/2004                       $1.04529         $1.12146                0
    1/1/2005 to 12/31/2005                       $1.12146         $1.15727                0
    1/1/2006 to 12/31/2006                       $1.15727         $1.32465                0
- --------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    5/7/2001* to 12/31/2001                      $0.99509         $0.88230           27,876
    1/1/2002 to 12/31/2002                       $0.88230         $0.59865           31,466
    1/1/2003 to 12/31/2003                       $0.59865         $0.73114           31,147
    1/1/2004 to 12/31/2004                       $0.73114         $0.76497            3,041
    1/1/2005 to 12/31/2005                       $0.76497         $0.87890            2,886
    1/1/2006 to 12/31/2006                       $0.87890         $0.91802            2,883
    2/4/2002* to 12/31/2002                      $0.96941         $0.72083                0
    1/1/2003 to 12/31/2003                       $0.72083         $0.88040                0
    1/1/2004 to 12/31/2004                       $0.88040         $0.92132                0
    1/1/2005 to 12/31/2005                       $0.92132         $1.05848                0
    1/1/2006 to 12/31/2006                       $1.05848         $1.10555                0
- --------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    5/7/2001* to 12/31/2001                      $0.99892         $0.94964                0
    1/1/2002 to 12/31/2002                       $0.94964         $0.82711            5,464
    1/1/2003 to 12/31/2003                       $0.82711         $1.00219                0
    1/1/2004 to 12/31/2004                       $1.00219         $1.09792            8,463
    1/1/2005 to 12/31/2005                       $1.09792         $1.16514            8,435
    1/1/2006 to 12/31/2006                       $1.16514         $1.27180            8,411
    2/4/2002* to 12/31/2002                      $0.98743         $0.89088                0
    1/1/2003 to 12/31/2003                       $0.89088         $1.07966                0
    1/1/2004 to 12/31/2004                       $1.07966         $1.18290                0
    1/1/2005 to 12/31/2005                       $1.18290         $1.25533                0
    1/1/2006 to 12/31/2006                       $1.25533         $1.37033                0


                                      A-3





- -------------------------------------------------------------------------------------------------
                                                                                  Number of
                                              Accumulation     Accumulation      Accumulation
                                              Unit Value at    Unit Value at Units Outstanding at
                                           Beginning of Period End of Period    End of Period
                                                                    
- -------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    5/7/2001* to 12/31/2001                     $0.99796         $0.98458                0
    1/1/2002 to 12/31/2002                      $0.98458         $0.91397                0
    1/1/2003 to 12/31/2003                      $0.91397         $1.04994                0
    1/1/2004 to 12/31/2004                      $1.04994         $1.12757                0
    1/1/2005 to 12/31/2005                      $1.12757         $1.17779                0
    1/1/2006 to 12/31/2006                      $1.17779         $1.26221                0
    2/4/2002* to 12/31/2002                     $0.99058         $0.93899           74,336
    1/1/2003 to 12/31/2003                      $0.93899         $1.07868           31,721
    1/1/2004 to 12/31/2004                      $1.07868         $1.15831           26,233
    1/1/2005 to 12/31/2005                      $1.15831         $1.20985                0
    1/1/2006 to 12/31/2006                      $1.20985         $1.29656                0
- -------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    5/7/2001* to 12/31/2001                     $0.99791         $0.92029           39,934
    1/1/2002 to 12/31/2002                      $0.92029         $0.76511           46,013
    1/1/2003 to 12/31/2003                      $0.76511         $0.97653           93,809
    1/1/2004 to 12/31/2004                      $0.97653         $1.08373           95,409
    1/1/2005 to 12/31/2005                      $1.08373         $1.17051           78,850
    1/1/2006 to 12/31/2006                      $1.17051         $1.32774           45,652
    2/4/2002* to 12/31/2002                     $0.97224         $0.86688                0
    1/1/2003 to 12/31/2003                      $0.86688         $1.10632                0
    1/1/2004 to 12/31/2004                      $1.10632         $1.22772                0
    1/1/2005 to 12/31/2005                      $1.22772         $1.32606                0
    1/1/2006 to 12/31/2006                      $1.32606         $1.50437                0
- -------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    5/7/2001* to 12/31/2001                     $1.00085         $1.00289           25,060
    1/1/2002 to 12/31/2002                      $1.00289         $0.84681           29,602
    1/1/2003 to 12/31/2003                      $0.84681         $1.11158           29,583
    1/1/2004 to 12/31/2004                      $1.11158         $1.32305           39,945
    1/1/2005 to 12/31/2005                      $1.32305         $1.36506           39,926
    1/1/2006 to 12/31/2006                      $1.36506         $1.54281           34,863
    2/4/2002* to 12/31/2002                     $0.98396         $0.84988                0
    1/1/2003 to 12/31/2003                      $0.84988         $1.11558           30,298
    1/1/2004 to 12/31/2004                      $1.11558         $1.32788           26,005
    1/1/2005 to 12/31/2005                      $1.32788         $1.36999                0
    1/1/2006 to 12/31/2006                      $1.36999         $1.54843                0
- -------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    5/7/2001* to 12/31/2001                     $0.99886         $0.90967            8,484
    1/1/2002 to 12/31/2003                      $0.90967         $0.74223           17,415
    1/1/2003 to 12/31/2003                      $0.74223         $0.93901           17,380
    1/1/2004 to 12/31/2004                      $0.93901         $1.04685           17,351
    1/1/2005 to 12/31/2005                      $1.04685         $1.12778           17,323
    1/1/2006 to 12/31/2006                      $1.12778         $1.25570           17,296
    2/4/2002* to 12/31/2002                     $0.98366         $0.84346                0
    1/1/2003 to 12/31/2003                      $0.84346         $1.06700                0
    1/1/2004 to 12/31/2004                      $1.06700         $1.18965                0
    1/1/2005 to 12/31/2005                      $1.18965         $1.28163                0
    1/1/2006 to 12/31/2006                      $1.28163         $1.42692                0


                                      A-4






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    5/7/2001* to 12/31/2001                            $0.99702         $0.92388                0
    1/1/2002 to 12/31/2002                             $0.92388         $0.76199                0
    1/1/2003 to 12/31/2003                             $0.76199         $0.95257                0
    1/1/2004 to 12/31/2004                             $0.95257         $1.10611                0
    1/1/2005 to 12/31/2005                             $1.10611         $1.16342                0
    1/1/2006 to 12/31/2006                             $1.16342         $1.35930                0
    2/4/2002* to 12/31/2002                            $0.97731         $0.83825                0
    1/1/2003 to 12/31/2003                             $0.83825         $1.04790                0
    1/1/2004 to 12/31/2004                             $1.04790         $1.21689                0
    1/1/2005 to 12/31/2005                             $1.21689         $1.27983                0
    1/1/2006 to 12/31/2006                             $1.27983         $1.49531                0
- --------------------------------------------------------------------------------------------------------
SP International Value Portfolio
 (formerly, SP LSV International Value Portfolio)
    5/7/2001* to 12/31/2001                            $1.00228         $0.84741                0
    1/1/2002 to 12/31/2002                             $0.84741         $0.69226                0
    1/1/2003 to 12/31/2003                             $0.69226         $0.86952                0
    1/1/2004 to 12/31/2004                             $0.86952         $0.99305                0
    1/1/2005 to 12/31/2005                             $0.99305         $1.11424                0
    1/1/2006 to 12/31/2006                             $1.11424         $1.41861           32,054
    2/4/2002* to 12/31/2002                            $0.99846         $0.85393                0
    1/1/2003 to 12/31/2003                             $0.85393         $1.07261           31,250
    1/1/2004 to 12/31/2004                             $1.07261         $1.22497           27,343
    1/1/2005 to 12/31/2005                             $1.22497         $1.37436                2
    1/1/2006 to 12/31/2006                             $1.37436         $1.74974                2
- --------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    5/7/2001* to 12/31/2001                            $0.99530         $0.81060                0
    1/1/2002 to 12/31/2002                             $0.81060         $0.57009                0
    1/1/2003 to 12/31/2003                             $0.57009         $0.71281                0
    1/1/2004 to 12/31/2004                             $0.71281         $0.79003                0
    1/1/2005 to 4/29/2005                              $0.79003         $0.73827                0
    2/4/2002* to 12/31/2002                            $0.96821         $0.74461                0
    1/1/2003 to 12/31/2003                             $0.74461         $0.93117                0
    1/1/2004 to 12/31/2004                             $0.93117         $1.03208                0
    1/1/2005 to 4/29/2005                              $1.03208         $0.96445                0
- --------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    5/7/2001* to 12/31/2001                            $0.99348         $0.81540            7,562
    1/1/2002 to 12/31/2002                             $0.81540         $0.43161            6,516
    1/1/2003 to 12/31/2003                             $0.43161         $0.59621            6,140
    1/1/2004 to 12/31/2004                             $0.59621         $0.70289            5,679
    1/1/2005 to 12/31/2005                             $0.70289         $0.72963            5,495
    1/1/2006 to 12/31/2006                             $0.72963         $0.70551            3,291
    2/4/2002* to 12/31/2002                            $0.95936         $0.58443                0
    1/1/2003 to 12/31/2003                             $0.58443         $0.80750           42,093
    1/1/2004 to 12/31/2004                             $0.80750         $0.95200           35,169
    1/1/2005 to 12/31/2005                             $0.95200         $0.98826                1
    1/1/2006 to 12/31/2006                             $0.98826         $0.95579                1



                                      A-5






- ---------------------------------------------------------------------------------------------------
                                                                                    Number of
                                                Accumulation     Accumulation      Accumulation
                                                Unit Value at    Unit Value at Units Outstanding at
                                             Beginning of Period End of Period    End of Period
                                                                      
- ---------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    5/7/2001* to 12/31/2001                       $0.99996         $1.01397            1,054
    1/1/2002 to 12/31/2002                        $1.01397         $1.00143            1,615
    1/1/2003 to 12/31/2003                        $1.00143         $1.20911            1,608
    1/1/2004 to 12/31/2004                        $1.20911         $1.30346            1,602
    1/1/2005 to 12/31/2005                        $1.30346         $1.33732            1,596
    1/1/2006 to 12/31/2006                        $1.33732         $1.44444                0
    2/4/2002* to 12/31/2002                       $0.99887         $0.98184                0
    1/1/2003 to 12/31/2003                        $0.98184         $1.18535           11,996
    1/1/2004 to 12/31/2004                        $1.18535         $1.27784           12,715
    1/1/2005 to 12/31/2005                        $1.27784         $1.31099                1
    1/1/2006 to 12/31/2006                        $1.31099         $1.41606                1
- ---------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    5/7/2001* to 12/31/2001                       $0.99996         $1.04110           24,059
    1/1/2002 to 12/31/2002                        $1.04110         $1.12328           29,690
    1/1/2003 to 12/31/2003                        $1.12328         $1.17265           29,689
    1/1/2004 to 12/31/2004                        $1.17265         $1.21745           33,428
    1/1/2005 to 12/31/2005                        $1.21745         $1.22923           33,432
    1/1/2006 to 12/31/2006                        $1.22923         $1.25683                7
    2/4/2002* to 12/31/2002                       $1.00358         $1.06613                0
    1/1/2003 to 12/31/2003                        $1.06613         $1.11297           23,687
    1/1/2004 to 12/31/2004                        $1.11297         $1.15556           27,079
    1/1/2005 to 12/31/2005                        $1.15556         $1.16696                0
    1/1/2006 to 12/31/2006                        $1.16696         $1.19330                0
- ---------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    5/7/2001* to 12/31/2001                       $0.99484         $0.87416           15,458
    1/1/2002 to 12/31/2002                        $0.87416         $0.58550           19,001
    1/1/2003 to 12/31/2003                        $0.58550         $0.82046           19,002
    1/1/2004 to 12/31/2004                        $0.82046         $0.98221           50,025
    1/1/2005 to 12/31/2005                        $0.98221         $1.14091           50,022
    1/1/2006 to 12/31/2006                        $1.14091         $1.23307           50,022
    2/4/2002* to 12/31/2002                       $0.96873         $0.71988                0
    1/1/2003 to 12/31/2003                        $0.71988         $1.00882                0
    1/1/2004 to 12/31/2004                        $1.00882         $1.20761                0
    1/1/2005 to 12/31/2005                        $1.20761         $1.40267                0
    1/1/2006 to 12/31/2006                        $1.40267         $1.51600                0
- ---------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    5/7/2001* to 12/31/2001                       $0.99727         $0.92677            3,587
    1/1/2002 to 12/31/2002                        $0.92677         $0.63744            1,942
    1/1/2003 to 12/31/2003                        $0.63744         $0.84694            1,934
    1/1/2004 to 12/31/2004                        $0.84694         $0.82752            1,927
    1/1/2005 to 12/31/2005                        $0.82752         $0.83643            1,920
    1/1/2006 to 12/31/2006                        $0.83643         $0.92698                0
    2/4/2002* to 12/31/2002                       $0.97561         $0.72521                0
    1/1/2003 to 12/31/2003                        $0.72521         $0.96342                0
    1/1/2004 to 12/31/2004                        $0.96342         $0.94136                0
    1/1/2005 to 12/31/2005                        $0.94136         $0.95138                0
    1/1/2006 to 12/31/2006                        $0.95138         $1.05452                0



                                      A-6






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    5/7/2001* to 12/31/2001                             $0.99482         $0.85719               0
    1/1/2002 to 12/31/2002                              $0.85719         $0.63181               0
    1/1/2003 to 12/31/2003                              $0.63181         $0.78409               0
    1/1/2004 to 12/31/2004                              $0.78409         $0.85515               0
    1/1/2005 to 12/31/2005                              $0.85515         $0.97121               0
    1/1/2006 to 12/31/2006                              $0.97121         $0.95153               0
    2/4/2002* to 12/31/2002                             $0.97345         $0.77240               0
    1/1/2003 to 12/31/2003                              $0.77240         $0.95860               0
    1/1/2004 to 12/31/2004                              $0.95860         $1.04544               0
    1/1/2005 to 12/31/2005                              $1.04544         $1.18721               0
    1/1/2006 to 12/31/2006                              $1.18721         $1.16312               0
- --------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    5/7/2001* to 12/31/2001                             $0.98559         $0.81297               0
    1/1/2002 to 12/31/2002                              $0.81297         $0.47030               0
    1/1/2003 to 12/31/2003                              $0.47030         $0.66039               0
    1/1/2004 to 12/31/2004                              $0.66039         $0.65130               0
    1/1/2005 to 4/29/2005                               $0.65130         $0.58180               0
    2/4/2002* to 12/31/2002                             $0.97074         $0.60245               0
    1/1/2003 to 12/31/2003                              $0.60245         $0.84598               0
    1/1/2004 to 12/31/2004                              $0.84598         $0.83430               0
    1/1/2005 to 4/29/2005                               $0.83430         $0.74523               0
- --------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    5/7/2001* to 12/31/2001                             $1.00272         $0.74788           1,091
    1/1/2002 to 12/31/2002                              $0.74788         $0.57108               0
    1/1/2003 to 12/31/2003                              $0.57108         $0.78612               0
    1/1/2004 to 12/31/2004                              $0.78612         $0.90356               0
    1/1/2005 to 12/31/2005                              $0.90356         $1.03720               0
    1/1/2006 to 12/31/2006                              $1.03720         $1.23826               0
    2/4/2002* to 12/31/2002                             $0.99603         $0.80285               0
    1/1/2003 to 12/31/2003                              $0.80285         $1.10501               0
    1/1/2004 to 12/31/2004                              $1.10501         $1.27001               0
    1/1/2005 to 12/31/2005                              $1.27001         $1.45769               0
    1/1/2006 to 12/31/2006                              $1.45769         $1.74022               0
- --------------------------------------------------------------------------------------------------------
Evergreen Growth And Income Fund
    12/5/2003* to 12/31/2003                            $9.92203        $10.39285               0
    1/1/2004 to 12/31/2004                             $10.34285        $11.05580               0
    1/1/2005 to 4/15/2005                              $11.05580        $10.33082               0
- --------------------------------------------------------------------------------------------------------
Evergreen VA Balanced Fund
    5/7/2001* to 12/31/2001                             $0.99781         $0.95089          19,363
    1/1/2002 to 12/31/2002                              $0.95089         $0.84711           6,679
    1/1/2003 to 12/31/2003                              $0.84711         $0.96717           6,106
    1/1/2004 to 12/31/2004                              $0.96717         $1.01405           5,402
    1/1/2005 to 12/31/2005                              $1.01405         $1.05290           5,128
    1/1/2006 to 12/31/2006                              $1.05290         $1.14068           5,123
    2/4/2002* to 12/31/2002                             $0.98745         $0.90443               0
    1/1/2003 to 12/31/2003                              $0.90443         $1.03262               0
    1/1/2004 to 12/31/2004                              $1.03262         $1.08262               0
    1/1/2005 to 12/31/2005                              $1.08262         $1.12421               0
    1/1/2006 to 12/31/2006                              $1.12421         $1.21802               0



                                      A-7






- ------------------------------------------------------------------------------------------------
                                                                                 Number of
                                             Accumulation     Accumulation      Accumulation
                                             Unit Value at    Unit Value at Units Outstanding at
                                          Beginning of Period End of Period    End of Period
                                                                   
- ------------------------------------------------------------------------------------------------
Evergreen VA Fundamental Large Cap Fund
    12/5/2003* to 12/31/2003                    $9.91859        $10.39784          6,477
    1/1/2004 to 12/31/2004                     $10.39784        $11.19868          5,741
    1/1/2005 to 12/31/2005                     $11.19868        $12.03990            433
    1/1/2006 to 12/31/2006                     $12.03990        $13.37882            433
- ------------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    5/7/2001* to 12/31/2001                     $0.99162         $0.98597              0
    1/1/2002 to 12/31/2002                      $0.98597         $0.71064              0
    1/1/2003 to 12/31/2003                      $0.71064         $0.97401              0
    1/1/2004 to 12/31/2004                      $0.97401         $1.09375              0
    1/1/2005 to 12/31/2005                      $1.09375         $1.14903              0
    1/1/2006 to 12/31/2006                      $1.14903         $1.25822              0
    2/4/2002* to 12/31/2002                     $0.97334         $0.73715              0
    1/1/2003 to 12/31/2003                      $0.73715         $1.01048              0
    1/1/2004 to 12/31/2004                      $1.01048         $1.13472              0
    1/1/2005 to 12/31/2005                      $1.13472         $1.19214              0
    1/1/2006 to 12/31/2006                      $1.19214         $1.30535              0
- ------------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    12/5/2003* to 12/31/2003                    $9.98995        $10.44289              0
    1/1/2004 to 12/31/2004                     $10.44289        $12.27702              0
    1/1/2005 to 12/31/2005                     $12.27702        $14.04482              0
    1/1/2006 to 12/31/2006                     $14.04482        $17.05947              0
- ------------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    5/7/2001* to 12/31/2001                     $0.99424         $0.91152          3,859
    1/1/2002 to 12/31/2002                      $0.91152         $0.67078          3,618
    1/1/2003 to 12/31/2003                      $0.67078         $0.92642          3,307
    1/1/2004 to 12/31/2004                      $0.92642         $0.97960          2,927
    1/1/2005 to 12/31/2005                      $0.97960         $1.00323          2,778
    1/1/2006 to 12/31/2006                      $1.00323         $1.04897          2,776
    2/4/2002* to 12/31/2002                     $0.97492         $0.75981              0
    1/1/2003 to 12/31/2003                      $0.75981         $1.04955              0
    1/1/2004 to 12/31/2004                      $1.04955         $1.10971              0
    1/1/2005 to 12/31/2005                      $1.10971         $1.13658              0
    1/1/2006 to 12/31/2006                      $1.13658         $1.18847              0
- ------------------------------------------------------------------------------------------------
Evergreen VA Special Values Fund
    5/7/2001* to 12/31/2001                     $0.99754         $1.09268          3,551
    1/1/2002 to 12/31/2002                      $1.09268         $0.94182          3,331
    1/1/2003 to 12/31/2003                      $0.94182         $1.20289          3,046
    1/1/2004 to 12/31/2004                      $1.20289         $1.42791          2,692
    1/1/2005 to 12/31/2005                      $1.42791         $1.55985          2,555
    1/1/2006 to 12/31/2006                      $1.55985         $1.86985          2,553
    2/4/2002* to 12/31/2002                     $0.98336         $0.85553              0
    1/1/2003 to 12/31/2003                      $0.85553         $1.09280              0
    1/1/2004 to 12/31/2004                      $1.09280         $1.29737              0
    1/1/2005 to 12/31/2005                      $1.29737         $1.41728              0
    1/1/2006 to 12/31/2006                      $1.41728         $1.69887              0
- ------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                    $9.99886        $10.68260              0
- ------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                    $9.99886         $9.99933              0
    1/1/2006 to 12/31/2006                      $9.99933        $11.40838              0
- ------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/2/2005                    $10.09338        $11.73323              0



                                      A-8






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                               $10.07970        $10.33229            0
    1/1/2006 to 12/31/2006                                 $10.33229        $12.36530            0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                               $10.05481        $10.28681            0
    1/1/2006 to 12/31/2006                                 $10.28681        $11.89718            0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/2/2005                                $10.05009        $11.34495            0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                               $10.04988        $10.42169            0
    1/1/2006 to 12/31/2006                                 $10.42169        $11.57321            0
- ------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.06658        $10.35426            0
    1/1/2006 to 12/31/2006                                 $10.35426        $11.93304            0
- ------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                               $10.04202        $10.33700            0
    1/1/2006 to 12/31/2006                                 $10.33700        $11.18026            0
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.01933            0
    1/1/2006 to 12/31/2006                                 $10.01933        $11.04402            0
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.00933            0
    1/1/2006 to 12/31/2006                                 $10.00933        $11.22130            0
- ------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                               $10.14710        $12.04155            0
    1/1/2006 to 12/31/2006                                 $12.04155        $16.23834            0
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.02932            0
    1/1/2006 to 12/31/2006                                 $10.02932        $10.93553            0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08492        $10.73678            0
    1/1/2006 to 12/31/2006                                 $10.73678        $12.88954            0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
 (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01133        $10.33264            0
    1/1/2006 to 12/31/2006                                 $10.33264        $10.98080            0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04570        $10.03757            0
    1/1/2006 to 12/31/2006                                 $10.03757        $11.87455            0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99886        $10.98052            0
    1/1/2006 to 12/31/2006                                 $10.98052        $12.22751            0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99886        $10.50452            0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99886        $10.60336
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
 (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01541        $10.64464            0
    1/1/2006 to 12/31/2006                                 $10.64464        $11.66754            0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03302        $10.78065            0
    1/1/2006 to 12/31/2006                                 $10.78065        $11.69442            0



                                      A-9






- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                        $9.97681         $9.87825            0
    1/1/2006 to 12/31/2006                          $9.87825        $10.75063            0
- ----------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                        $9.99886        $10.60000            0
    1/1/2006 to 12/31/2006                         $10.60000        $11.11019            0
- ----------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.91389        $10.67460            0
    1/1/2006 to 12/31/2006                         $10.67460        $12.92733            0
- ----------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.07726        $10.57804            0
    1/1/2006 to 12/31/2006                         $10.57804        $12.35800            0
- ----------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                        $9.99886         $9.96977            0
    1/1/2006 to 12/31/2006                          $9.96977        $10.79596            0
- ----------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.12625        $10.92526            0
    1/1/2006 to 12/31/2006                         $10.92526        $11.55444            0
- ----------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                        $9.96626        $10.49866            0
    1/1/2006 to 12/31/2006                         $10.49866        $12.87030            0
- ----------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.03693        $10.78089            0
    1/1/2006 to 12/31/2006                         $10.78089        $11.65979            0
- ----------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.06503        $10.37369            0
    1/1/2006 to 12/31/2006                         $10.37369        $11.68807            0
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.05576        $11.35869            0
    1/1/2006 to 12/31/2006                         $11.35869        $12.77698            0
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02196        $10.90682            0
    1/1/2006 to 12/31/2006                         $10.90682        $11.91306            0
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99886        $10.07733            0
    1/1/2006 to 12/31/2006                         $10.07733        $10.31847            0
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99886        $10.03931            0
    1/1/2006 to 12/31/2006                         $10.03931        $10.68916            0
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04866        $10.66828            0
    1/1/2006 to 12/31/2006                         $10.66828        $12.63027            0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02867        $10.37610            0
    1/1/2006 to 12/31/2006                         $10.37610        $11.51159            0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94939         $9.46839            0
    1/1/2006 to 12/31/2006                          $9.46839         $9.92364            0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00286        $11.76236            0
    1/1/2006 to 12/31/2006                         $11.76236        $13.44068            0
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88103        $12.08600            0
    1/1/2006 to 12/31/2006                         $12.08600        $16.04073            0



                                     A-10





- -----------------------------------------------------------------------------------------------
                                                                                Number of
                                            Accumulation     Accumulation      Accumulation
                                            Unit Value at    Unit Value at Units Outstanding at
                                         Beginning of Period End of Period    End of Period
                                                                  
- -----------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    5/7/2001* to 12/31/2001                   $0.99357         $0.78373             0
    1/1/2002 to 12/31/2002                    $0.78373         $0.56640             0
    1/1/2003 to 12/31/2003                    $0.56640         $0.73449             0
    1/1/2004 to 12/31/2004                    $0.73449         $0.75480             0
    1/1/2005 to 12/31/2005                    $0.75480         $0.77428             0
    1/1/2006 to 12/31/2006                    $0.77428         $0.84863             0
    2/4/2002* to 12/31/2002                   $0.97419         $0.74968             0
    1/1/2003 to 12/31/2003                    $0.74968         $0.97207             0
    1/1/2004 to 12/31/2004                    $0.97207         $0.99891             0
    1/1/2005 to 12/31/2005                    $0.99891         $1.02463             0
    1/1/2006 to 12/31/2006                    $1.02463         $1.12302             0


 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.

           (Greater Of Roll-Up and Step-Up GMDB LIFETIME FIVE; 2.40)



- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Jennison Portfolio
    3/14/2005* to 12/31/2005                         $10.06145        $11.75073            0
    1/1/2006 to 12/31/2006                           $11.75073        $11.68114            0
- ------------------------------------------------------------------------------------------------------
Prudential Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.04782        $11.04034            0
    1/1/2006 to 12/31/2006                           $11.04034        $12.13760            0
- ------------------------------------------------------------------------------------------------------
Prudential Global Portfolio
    3/14/2005* to 12/31/2005                          $9.98600        $11.27691            0
    1/1/2006 to 12/31/2006                           $11.27691        $13.17734            0
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    3/14/2005* to 12/31/2005                          $9.99992        $10.05598            0
    1/1/2006 to 12/31/2006                           $10.05598        $10.28744            0
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    3/14/2005* to 12/31/2005                         $10.05597        $10.32516            0
    1/1/2006 to 12/31/2006                           $10.32516        $11.65130            0
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    3/14/2005* to 12/31/2005                         $10.03732        $11.19819            0
    1/1/2006 to 12/31/2006                           $11.19819        $13.11688            0
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.03172        $10.92445            0
    1/1/2006 to 12/31/2006                           $10.92445        $12.19186            0
- ------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    3/14/2005* to 4/29/2005                          $10.06867         $9.48068            0
- ------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.02500        $10.18186            0
    1/1/2006 to 12/31/2006                           $10.18186        $11.53987            0
- ------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.03000        $12.06788            0
    1/1/2006 to 12/31/2006                           $12.06788        $12.48262            0


                                     A-11






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                           $10.01697        $10.61664          65,028
    1/1/2006 to 12/31/2006                             $10.61664        $11.47676          50,083
- --------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                           $10.00702        $10.44620          44,618
    1/1/2006 to 12/31/2006                             $10.44620        $11.08646          41,626
- --------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    3/14/2005* to 12/31/2005                           $10.02493        $10.57131               0
    1/1/2006 to 12/31/2006                             $10.57131        $11.87529               0
- --------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                           $10.05714        $10.45206               0
    1/1/2006 to 12/31/2006                             $10.45206        $11.69832               0
- --------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                           $10.02885        $10.78307          77,676
    1/1/2006 to 12/31/2006                             $10.78307        $11.88794          60,081
- --------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    3/14/2005* to 12/31/2005                           $10.07564        $10.42666               0
    1/1/2006 to 12/31/2006                             $10.42666        $12.06404               0
- --------------------------------------------------------------------------------------------------------
SP International Value Portfolio
 (formerly, SP LSV International Value Portfolio)
    3/14/2005* to 12/31/2005                            $9.91203        $10.60969               0
    1/1/2006 to 12/31/2006                             $10.60969        $13.37654               0
- --------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    3/14/2005* to 4/29/2005                            $10.05585         $9.60094               0
- --------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.02813        $10.63711               0
    1/1/2006 to 12/31/2006                             $10.63711        $10.18663               0
- --------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    3/14/2005* to 12/31/2005                            $9.98879        $10.08338               0
    1/1/2006 to 12/31/2006                             $10.08338        $10.78399               0
- --------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    3/14/2005* to 12/31/2005                            $9.99805        $10.11445               0
    1/1/2006 to 12/31/2006                             $10.11445        $10.24134               0
- --------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.03564        $11.68501               0
    1/1/2006 to 12/31/2006                             $11.68501        $12.50574               0
- --------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.03026        $10.45862               0
    1/1/2006 to 12/31/2006                             $10.45862        $11.47924               0
- --------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.07347        $11.92709               0
    1/1/2006 to 12/31/2006                             $11.92709        $11.57125               0
- --------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    3/14/2005* to 4/29/2005                            $10.04299         $9.58740               0
- --------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    3/14/2005* to 12/31/2005                            $9.92621        $11.23793               0
    1/1/2006 to 12/31/2006                             $11.23793        $13.28534               0
- --------------------------------------------------------------------------------------------------------
Evergreen Growth And Income Fund
    3/14/2005* to 4/15/2005                            $10.04460         $9.43303               0



                                     A-12






- ----------------------------------------------------------------------------------------------------------
                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
                                                    Beginning of Period End of Period    End of Period
                                                                             
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Balanced Fund
    3/14/2005* to 12/31/2005                             $10.02740        $10.41306               0
    1/1/2006 to 12/31/2006                               $10.41306        $11.17115               0
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Fundamental Large Cap Fund
    3/14/2005* to 12/31/2005                             $10.03972        $10.54222               0
    1/1/2006 to 12/31/2006                               $10.54222        $11.60057               0
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    3/14/2005* to 12/31/2005                             $10.02766        $10.67519               0
    1/1/2006 to 12/31/2006                               $10.67519        $11.57609               0
- ----------------------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    3/14/2005* to 12/31/2005                              $9.89904        $10.93807               0
    1/1/2006 to 12/31/2006                               $10.93807        $13.15659               0
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    3/14/2005* to 12/31/2005                             $10.01723        $10.55309               0
    1/1/2006 to 12/31/2006                               $10.55309        $10.92645               0
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Special Values Fund
    3/14/2005* to 12/31/2005                             $10.04604        $10.63207               0
    1/1/2006 to 12/31/2006                               $10.63207        $12.62099               0
- ----------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                              $9.99805        $10.60042         174,972
- ----------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                              $9.99805         $9.99180               0
    1/1/2006 to 12/31/2006                                $9.99180        $11.28880               0
- ----------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/2/2005                              $10.09257        $11.64968               0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                             $10.07889        $10.25092               0
    1/1/2006 to 12/31/2006                               $10.25092        $12.14849               0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                             $10.05400        $10.20591               0
    1/1/2006 to 12/31/2006                               $10.20591        $11.68868               0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/2/2005                              $10.04928        $11.26425               0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                             $10.04907        $10.33975               0
    1/1/2006 to 12/31/2006                               $10.33975        $11.37031               0
- ----------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.06577        $10.27260               0
    1/1/2006 to 12/31/2006                               $10.27260        $11.72362               0
- ----------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                             $10.04122        $10.25565               0
    1/1/2006 to 12/31/2006                               $10.25565        $10.98430               0
- ----------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                              $9.99805        $10.01176               0
    1/1/2006 to 12/31/2006                               $10.01176        $10.92810         529,545
- ----------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                              $9.99805        $10.00178               0
    1/1/2006 to 12/31/2006                               $10.00178        $11.10359         793,571
- ----------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                             $10.14629        $11.94685               0
    1/1/2006 to 12/31/2006                               $11.94685        $15.95403               0



                                     A-13






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99805        $10.02175               0
    1/1/2006 to 12/31/2006                                 $10.02175        $10.82085         144,473
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08411        $10.65216               0
    1/1/2006 to 12/31/2006                                 $10.65216        $12.66348               0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
   (formerly, AST DeAm Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01052        $10.26131               0
    1/1/2006 to 12/31/2006                                 $10.26131        $10.78815               0
- ------------------------------------------------------------------------------------------------------------
AST DeAm Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04489         $9.95852               0
    1/1/2006 to 12/31/2006                                  $9.95852        $11.66628               0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99805        $10.89421               0
    1/1/2006 to 12/31/2006                                 $10.89421        $12.01318               0
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha
 (formerly AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01461        $10.56091               0
    1/1/2006 to 12/31/2006                                 $10.56091        $11.46304               0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99805        $10.42368         167,430
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99805        $10.52188          49,084
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03221        $10.69595               0
    1/1/2006 to 12/31/2006                                 $10.69595        $11.48961               0
- ------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                                $9.97600         $9.80046               0
    1/1/2006 to 12/31/2006                                  $9.80046        $10.56209               0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99805        $10.51651               0
    1/1/2006 to 12/31/2006                                 $10.51651        $10.91536               0
- ------------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.91308        $10.59056               0
    1/1/2006 to 12/31/2006                                 $10.59056        $12.70076               0
- ------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.07646        $10.49471               0
    1/1/2006 to 12/31/2006                                 $10.49471        $12.14135               0
- ------------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                                $9.99805         $9.89115               0
    1/1/2006 to 12/31/2006                                  $9.89115        $10.60656               0
- ------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.12544        $10.83913               0
    1/1/2006 to 12/31/2006                                 $10.83913        $11.35176               0
- ------------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.96545        $10.41606               0
    1/1/2006 to 12/31/2006                                 $10.41606        $12.64469               0
- ------------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03612        $10.69610               0
    1/1/2006 to 12/31/2006                                 $10.69610        $11.45540               0
- ------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.06422        $10.29196               0
    1/1/2006 to 12/31/2006                                 $10.29196        $11.48305               0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.05495        $11.26937               0
    1/1/2006 to 12/31/2006                                 $11.26937        $12.55286               0



                                     A-14





- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02116        $10.82098               0
    1/1/2006 to 12/31/2006                         $10.82098        $11.70414               0
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99805         $9.99792               0
    1/1/2006 to 12/31/2006                          $9.99792        $10.13734               0
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99805        $10.03174               0
    1/1/2006 to 12/31/2006                         $10.03174        $10.57706          61,982
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04786        $10.58426               0
    1/1/2006 to 12/31/2006                         $10.58426        $12.40881               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02787        $10.29451               0
    1/1/2006 to 12/31/2006                         $10.29451        $11.30993               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94859         $9.39375               0
    1/1/2006 to 12/31/2006                          $9.39375         $9.74959               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00205        $11.66986               0
    1/1/2006 to 12/31/2006                         $11.66986        $13.20511               0
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88022        $11.99077               0
    1/1/2006 to 12/31/2006                         $11.99077        $15.75945               0
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    3/14/2005* to 12/31/2005                       $10.04399        $10.33470               0
    1/1/2006 to 12/31/2006                         $10.33470        $11.21674               0


 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.

                                     A-15



     APPENDIX B - PART II STRATEGIC PARTNERS PLUS PROSPECTUS SECTIONS 1-10

 CALCULATION OF EARNINGS APPRECIATOR BENEFIT

 Example 1: Assume that a purchase payment of $70,000 is made on the contract
 date. Assume that no withdrawals or subsequent purchase payments are made and
 that the Contract Value used in the death benefit calculation is $120,000.
 Also assume that the owner (or joint owner, if older) is younger than age 66
 on the date the application is signed.


                             
45% of lesser of:
- -------------------------------------------------------------------------------
   Adjusted Purchase Payment    $70,000
- -------------------------------------------------------------------------------
   Allocated Earnings           $50,000 (Contract Value minus purchase payment)
- -------------------------------------------------------------------------------
   Benefit (45% of $50,000)     $22,500
- -------------------------------------------------------------------------------


 Example 2: Assume that a 60 year old purchases a contract on 1/1/2001 with a
 $50,000 purchase payment.

 The owner's initial purchase payment (purchase payment #1) grows to $90,000 on
 1/1/2005, giving the contract $40,000 IN EARNINGS, all allocated to the
 initial purchase payment. On this date, the owner makes an additional purchase
 payment of $60,000. The $60,000 purchase payment increases the Contract Value
 to $150,000 ($90,000 + $60,000). At this time, there are no earnings allocated
 to the additional purchase payment (purchase payment #2). However, future
 earnings will now be allocated to the two purchase payments in the following
 proportions:

 (purchase payment#1 + earnings) / total Contract Value = ($50,000 + $40,000*)
 / $150,000 = 60%
 (purchase payment#2 + earnings) / total Contract Value = ($60,000 + $0) /
 $150,000 = 40%

 On 1/1/2009 the owner makes a withdrawal of $38,000. The Contract Value has
 grown an additional $40,000 from $150,000 on 1/1/2005 to $190,000 on 1/1/2009
 prior to the withdrawal. The $40,000 IN NEW EARNINGS will be allocated among
 the two purchase payments prior to the withdrawal using the percentages
 determined above.

                            $40,000 IN NEW EARNINGS

 Earnings Allocated to Adjusted Purchase Payment #1 (60% of $40,000) = $24,000

 Earnings Allocated to Adjusted Purchase Payment # 2 (40% of $40,000) = $16,000

 The earnings allocated to each purchase payment now are as follows:



                                     Before New $40,000 New
                                      Earnings   Earnings    Total
            --------------------------------------------------------
                                                   
            Purchase Payment #1       $ 50,000    $     0   $ 50,000
            --------------------------------------------------------
            Earnings Allocated to #1  $ 40,000    $24,000   $ 64,000
            --------------------------------------------------------
            Purchase Payment #2       $ 60,000    $     0   $ 60,000
            --------------------------------------------------------
            Earnings Allocated to #2  $      0    $16,000   $ 16,000
            --------------------------------------------------------
                                      $150,000    $40,000   $190,000
            --------------------------------------------------------


 The withdrawal of $38,000 reduces the Contract Value by 20%
 ($38,000/$190,000). The withdrawal will reduce both purchase payments and the
 earnings allocated to each of them by 20% as shown below.



                                      Before Withdrawal Reduced by 20%
         -------------------------------------------------------------
                                                  
         Adjusted Purchase Payment #1     $ 50,000         $ 40,000
         -------------------------------------------------------------
         Earnings Allocated to #1         $ 64,000         $ 51,200
         -------------------------------------------------------------
         Adjusted Purchase Payment #2     $ 60,000         $ 48,000
         -------------------------------------------------------------
         Earnings Allocated to #2         $ 16,000         $ 12,800
         -------------------------------------------------------------
                                          $190,000         $152,000
         -------------------------------------------------------------


 'The Contract Value grows $20,000 from $152,000 on 1/1/2009 to $172,000 on
 1/1/2011. THE $20,000 IN NEW EARNINGS will be allocated among the two purchase
 payments using the percentages determined above.

                                      B-1



                            $20,000 IN NEW EARNINGS

 Earnings Allocated to Adjusted Purchase Payment #1 (60% of $20,000) = $12,000

 Earnings Allocated to Adjusted Purchase Payment #2 (40% of $20,000) = $8,000

 The earnings allocated to each purchase payment now are as follows:



                                     Before New $20,000 New
                                      Earnings   Earnings    Total
            --------------------------------------------------------
                                                   
            Adjusted Purchase         $ 40,000    $     0   $ 40,000
              Payment #1
            --------------------------------------------------------
            Earnings Allocated to #1  $ 51,200    $12,000   $ 63,200
            --------------------------------------------------------
            Adjusted Purchase         $ 48,000    $     0   $ 48,000
              Payment #2
            --------------------------------------------------------
            Earnings Allocated to #2  $ 12,800    $ 8,000   $ 20,800
            --------------------------------------------------------
                                      $152,000    $20,000   $172,000
            --------------------------------------------------------


 Now let's calculate the total Earnings Appreciator Benefit as of 1/1/2011:


                                                   
            Benefit on Purchase         Benefit on Purchase
              Payment #1                  Payment #2
              45% of lesser of:           45% of lesser of:
            -------------------------------------------------------
            Adjusted Purchase   $40,000 Adjusted Purchase   $48,000
              Payment                     Payment
            -------------------------------------------------------
            Allocated Earnings  $63,200 Allocated Earnings  $20,800
            -------------------------------------------------------
            45% of $40,000      $18,000 45% of $20,800      $ 9,360
            -------------------------------------------------------


        TOTAL EARNINGS APPRECIATOR BENEFIT: $18,000 + $9,360 = $27,360

                                      B-2



       APPENDIX C - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU

 Within the Strategic Partners(SM) family of annuities, we offer several
 different deferred variable annuity products. These annuities are issued by
 Pruco Life Insurance Company. Not all of these annuities may be available to
 you due to state approval or broker-dealer offerings. You can verify which of
 these annuities is available to you by asking your registered representative,
 or by calling us at (888) PRU-2888. For comprehensive information about each
 of these annuities, please consult the prospectus for the annuity.

 Each annuity has different features and benefits that may be appropriate for
 you, based on your individual financial situation and how you intend to use
 the annuity.

 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay while your contract remains
 in force. Additionally, differences may exist in various optional benefits
 such as guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the annuity;
..   Your investment return objectives;
..   The effect of optional benefits that may be elected; and
..   Your desire to minimize costs and/or maximize return associated with the
    annuity.

 The following chart sets forth the prominent features of each available
 Strategic Partners variable annuity. The availability of optional features,
 such as those noted in the chart, may increase the cost of the contract.
 Therefore, you should carefully consider which features you plan to use when
 selecting your annuity.

 In addition to the chart, we set out below certain hypothetical illustrations
 that reflect the Contract Value and surrender value of each variable annuity
 over a variety of holding periods. These charts are meant to reflect how your
 annuities can grow or decrease depending on market conditions and the
 comparable value of each of the annuities (which reflects the charges
 associated with the annuities) under the assumptions noted. In comparing the
 values within the illustrations, a number of distinctions are evident. To
 fully appreciate these distinctions, we encourage you to speak to your
 registered representative and to read the prospectuses. However, we do point
 out the following noteworthy items:
..   Strategic Partners Advisor, because it has no sales charge, offers the
    highest surrender value during the first few years. However, unlike
    Strategic Partners Plus/Plus and the Strategic Partners Plus/Plus Enhanced
    contracts ("Enhanced Contracts" refers to the version of the contract
    offered beginning in February of 2002), Strategic Partners Advisor offers
    few optional benefits.
..   Strategic Partners Select, as part of its standard insurance and
    administrative expense, offers a guaranteed minimum death benefit equal to
    the greater of Contract Value, a step-up value, or a roll-up value. In
    contrast, you incur an additional charge if you opt for an enhanced death
    benefit under the other annuities.
..   Strategic Partners Plus/Plus Enhanced comes in both a bonus version and a
    non-bonus version, each of which offers several optional insurance
    features. A bonus is added to your purchase payments under the bonus
    version, although the withdrawal charges under the bonus version are higher
    than those under the non-bonus version. Although the non-bonus version
    offers no bonus, it is accompanied by fixed interest rate options that are
    not available in the bonus version.

 STRATEGIC PARTNERS ANNUITY PRODUCT COMPARISON. Below is a summary of the
 available Strategic Partners variable annuity products. You should consider
 the investment objectives, risks, charges and expenses of an investment in any
 contract carefully before investing. Each product prospectus as well as the
 underlying portfolio prospectuses contains this and other information about
 the variable annuities and underlying investment options. Your registered
 representative can provide you with prospectuses for one or more of these
 variable annuities and the underlying portfolios and can help you decide upon
 the product that would be most advantageous for you given your individual
 needs. Please read the prospectuses carefully before investing.

                                      C-1





- --------------------------------------------------------------------------------------------------------------------
                                                                                                Strategic
                                                                       Strategic                Partners
                            Strategic             Strategic             Partners              Annuity One/
                            Partners              Partners            Annuity One/            Plus Enhanced
                             Advisor               Select              Plus Bonus               Non Bonus
                                                                                
- --------------------------------------------------------------------------------------------------------------------
Minimum Investment          $10,000               $10,000                 $10,000                 $10,000
- --------------------------------------------------------------------------------------------------------------------
Maximum Issue Age           85 Qualified          80 Qualified &          80 Qualified            85 Qualified
                            & Non-Qualified       85 Non-Qualified        & Non-Qualified         & Non-Qualified
- --------------------------------------------------------------------------------------------------------------------
Withdrawal Charge           None                  7 Years (7%,            9 Years (7%,            7 Years (7%,
 Schedule                                         6%, 5%, 4%,             7%, 7%, 6%,             6%, 5%, 4%,
                                                  3%, 2%, 1%)             5%, 4%, 3%,             3%, 2%, 1%)
                                                  Contract date           2%, 1%)                 Payment date
                                                  based                   Payment date            based
                                                                          based
- --------------------------------------------------------------------------------------------------------------------
Annual Charge-Free          Full liquidity        10% of gross            10% of gross            10% of gross
 Withdrawal /1/                                   purchase                purchase                purchase
                                                  payments per            payments made           payments made
                                                  contract year,          as of last              as of last
                                                  cumulative up to        contract                contract
                                                  7 years or 70%          anniversary per         anniversary per
                                                  of gross purchase       contract year           contract year
                                                  payments
- --------------------------------------------------------------------------------------------------------------------
Insurance and               1.40%                 1.52%                   1.40%                   1.40%
 Administration Charge
- --------------------------------------------------------------------------------------------------------------------
Contract Maintenance        The lesser of         $30. Waived if          The lesser of           The lesser of
 Fee (assessed              $30 or 2% of          Contract Value is       $30 or 2% of            $35 or 2% of
 annually)                  your Contract         $50,000 or more         your Contract           your Contract
                            Value. Waived if                              Value. Waived if        Value. Waived if
                            contract value is                             contract value is       contract value is
                            $50,000 or more                               $50,000 or more         $75,000 or more
- --------------------------------------------------------------------------------------------------------------------
Contract Credit             No                    No                      Yes 4% vested           No
                                                                          over 7 years



- --------------------------------------------------------------------------------------------------------------------
Fixed Rate Account          No                    Yes 1-Year              No                      Yes 1-Year
- --------------------------------------------------------------------------------------------------------------------
Market Value Adjustment     No                    Yes 7-Year              No                      No
 Account (MVA)
- --------------------------------------------------------------------------------------------------------------------
Enhanced Dollar Cost        No                    No                      No                      Yes
 Averaging (DCA)
- --------------------------------------------------------------------------------------------------------------------
Variable Investment         As indicated In       As Indicated In         As Indicated In         As Indicated In
 Options Available          prospectus            Prospectus              Prospectus              Prospectus
- --------------------------------------------------------------------------------------------------------------------
Evergreen Funds             N/A                   N/A                     6-available in          6-available in
                                                                          Strategic               Strategic
                                                                          Partners Plus           Partners Plus
                                                                          only                    Enhanced only
- --------------------------------------------------------------------------------------------------------------------
Base Death Benefit:         The greater of:       Step/Roll               The greater of:         The greater of:
                            purchase              Withdrawals will        purchase                purchase
                            payment(s)            proportionately         payment(s)              payment(s)
                            minus                 affect the Death        minus                   minus
                            proportionate         Benefit                 proportionate           proportionate
                            withdrawal(s) or                              withdrawal(s) or        withdrawal(s) or
                            Contract Value                                Contract Value          Contract Value



- -----------------------------------------------
                            Strategic
                            Partners
                          Annuity One/
                          Plus Enhanced
                              Bonus
                     
- -----------------------------------------------
Minimum Investment            $10,000
- -----------------------------------------------
Maximum Issue Age             85 Qualified
                              & Non-Qualified
- -----------------------------------------------
Withdrawal Charge             7 Years (8%,
 Schedule                     8%, 8%, 8%,
                              7%, 6%, 5%)
                              Payment date
                              based

- -----------------------------------------------
Annual Charge-Free            10% of gross
 Withdrawal /1/               purchase
                              payments made
                              as of last
                              contract
                              anniversary per
                              contract year

- -----------------------------------------------
Insurance and                 1.50%
 Administration Charge
- -----------------------------------------------
Contract Maintenance          The lesser of
 Fee (assessed                $35 or 2% of
 annually)                    your Contract
                              Value. Waived if
                              contract value is
                              $75,000 or more
- -----------------------------------------------
Contract Credit               Yes 3%-all
                              amounts ages
                              81-85 4%-under
                              $250,000 5%-
                              $250,000+
- -----------------------------------------------
Fixed Rate Account            No
- -----------------------------------------------
Market Value Adjustment       No
 Account (MVA)
- -----------------------------------------------
Enhanced Dollar Cost          No
 Averaging (DCA)
- -----------------------------------------------
Variable Investment           As Indicated In
 Options Available            Prospectus
- -----------------------------------------------
Evergreen Funds               6-available in
                              Strategic
                              Partners Plus
                              Enhanced only
- -----------------------------------------------
Base Death Benefit:           The greater of:
                              purchase
                              payment(s)
                              minus
                              proportionate
                              withdrawal(s) or
                              Contract Value


 1  Withdrawals of taxable amounts will be subject to income tax, and prior to
    age 59 1/2, may be subject to a 10% federal income tax penalty.

                                      C-2





- ------------------------------------------------------------------------------------
                                                           Strategic     Strategic
                                             Strategic     Partners      Partners
                        Strategic Strategic   Partners   Annuity One/  Annuity One/
                        Partners  Partners  Annuity One/ Plus Enhanced Plus Enhanced
                         Advisor   Select    Plus Bonus    Non Bonus       Bonus
                                                        
- ------------------------------------------------------------------------------------
Optional Death          Step/Roll    N/A     Step-Up       Step-Up       Step-Up
 Benefit (for an                             Roll-Up       Roll-Up       Roll-Up
 additional cost) /2,3/                      Combo:        Combo:        Combo:
                                             Step/Roll     Step/Roll     Step/Roll
- ------------------------------------------------------------------------------------
Living Benefits (for an Lifetime     N/A     Lifetime      Lifetime      Lifetime
 additional cost) /3,4/ Five                 Five          Five          Five
                                             Guaranteed    Guaranteed    Guaranteed
                                             Minimum       Minimum       Minimum
                                             Income        Income        Income
                                             Benefit       Benefit       Benefit
                                             (GMIB)        (GMIB)        (GMIB)


 2  For more information on these benefits, refer to Section 4, "What Is The
    Death Benefit?" in the Prospectus.
 3  Not all Optional Benefits may be available in all states.
 4  For more information on these benefits, refer to Section 3, "What Kind Of
    Payments Will I Receive During The Income Phase?"; and Section 5, "What Is
    the LifeTime Five(SM) Income Benefit?" in the Prospectus.

 HYPOTHETICAL ILLUSTRATION
 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the contract years specified. The values shown below are based
 on the following assumptions:
..   An initial investment of $100,000 is made into each contract earning a
    gross rate of return of 0% and 6% respectively.
..   No subsequent deposits or withdrawals are made to/from the contract.
..   The hypothetical gross rates of return are reduced by the arithmetic
    average of the fees and expenses of the underlying portfolios (as of
    December 31, 2006 and the charges that are deducted from the contract at
    the Separate Account level as follows:

       -- 0.97% average of all fund expenses are computed by adding Portfolio
          management fees, 12b-1 fees and other expenses of all of the
          underlying portfolios and then dividing by the number of portfolios.
          For purposes of the illustrations, we do not reflect any expense
          reimbursements or expense waivers that might apply and are described
          in the prospectus fee table. Please note that because the SP
          Aggressive Growth Asset Allocation Portfolio, the SP Balanced Asset
          Allocation Portfolio, the SP Conservative Asset Allocation Portfolio,
          and the SP Growth Asset Allocation Portfolio generally were closed to
          investors in 2005, the fees for such portfolios are not reflected in
          the above-mentioned average.

       -- The Separate Account level charges include the Insurance Charge and
          Administration Charge (as applicable).

 The Contract Value assumes no surrender while the Surrender Value assumes a
 100% surrender two days prior to the contract anniversary, therefore
 reflecting the Withdrawal charge applicable to that contract year. Note that a
 withdrawal on the contract anniversary, or the day before the contract
 anniversary, would be subject to the withdrawal charge applicable to the next
 contract year, which usually is lower. The values that you actually experience
 under a contract will be different from what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each product reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).

                                      C-3



 0% GROSS RETURN




        SP ADVISOR         SP SELECT        SP PLUS BONUS      SP PLUS BONUS    SP PLUS NON BONUS
 -  ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
 -  -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $97,678   $97,678  $97,563   $91,433  $101,485  $95,185  $101,585  $94,258  $97,678   $91,540
 2  $95,404   $95,404  $95,179   $90,068   $99,025  $92,725   $99,220  $92,082  $95,404   $90,279
 3  $93,183   $93,183  $92,853   $88,710   $96,624  $90,324   $96,910  $89,957  $93,183   $89,023
 4  $91,013   $91,013  $90,584   $87,361   $94,282  $89,224   $94,654  $87,881  $91,013   $87,773
 5  $88,894   $88,894  $88,371   $86,019   $91,996  $87,896   $92,450  $86,678  $88,894   $86,527
 6  $86,825   $86,825  $86,211   $84,687   $89,766  $86,575   $90,298  $85,480  $86,825   $85,288
 7  $84,803   $84,803  $84,104   $83,363   $87,589  $85,261   $88,196  $84,286  $84,803   $84,055
 8  $82,829   $82,829  $82,049   $82,049   $85,466  $83,956   $86,142  $86,142  $82,829   $82,829
 9  $80,901   $80,901  $80,044   $80,044   $83,394  $82,660   $84,137  $84,137  $80,901   $80,901
 10 $79,017   $79,017  $78,088   $78,088   $81,372  $81,372   $82,178  $82,178  $79,017   $79,017
 11 $77,178   $77,178  $76,180   $76,180   $79,399  $79,399   $80,265  $80,265  $77,178   $77,178
 12 $75,381   $75,381  $74,319   $74,319   $77,474  $77,474   $78,396  $78,396  $75,381   $75,381
 13 $73,626   $73,626  $72,468   $72,468   $75,596  $75,596   $76,571  $76,571  $73,626   $73,626
 14 $71,912   $71,912  $70,663   $70,663   $73,763  $73,763   $74,788  $74,788  $71,877   $71,877
 15 $70,237   $70,237  $68,902   $68,902   $71,975  $71,975   $73,013  $73,013  $70,170   $70,170
 16 $68,602   $68,602  $67,185   $67,185   $70,230  $70,230   $71,279  $71,279  $68,502   $68,502
 17 $67,005   $67,005  $65,509   $65,509   $68,527  $68,527   $69,585  $69,585  $66,873   $66,873
 18 $65,445   $65,445  $63,874   $63,874   $66,866  $66,866   $67,931  $67,931  $65,282   $65,282
 19 $63,921   $63,921  $62,279   $62,279   $65,245  $65,245   $66,315  $66,315  $63,728   $63,728
 20 $62,433   $62,433  $60,723   $60,723   $63,663  $63,663   $64,737  $64,737  $62,210   $62,210
 21 $60,980   $60,980  $59,205   $59,205   $62,120  $62,120   $63,196  $63,196  $60,727   $60,727
 22 $59,560   $59,560  $57,724   $57,724   $60,614  $60,614   $61,690  $61,690  $59,279   $59,279
 23 $58,173   $58,173  $56,279   $56,279   $59,144  $59,144   $60,220  $60,220  $57,865   $57,865
 24 $56,819   $56,819  $54,870   $54,870   $57,710  $57,710   $58,783  $58,783  $56,484   $56,484
 25 $55,496   $55,496  $53,495   $53,495   $56,311  $56,311   $57,381  $57,381  $55,134   $55,134
- --------------------------------------------------------------------------------------------------



 Assumptions:

 1. $100,000 initial investment.

 2. As of December 31, 2006 the average fund expenses =0.97%.

 3. No optional death benefit(s) and/or optional living benefit(s) were elected.


 4. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor -2.33%; Strategic Partners Select -2.44%;
    Strategic Partners Annuity One/Plus Bonus -2.33%; Strategic Partners
    Annuity One/Plus Enhanced Bonus -2.33%; Strategic Partners Annuity One/Plus
    Enhanced Non-Bonus -2.33%.


 5. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 6. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      C-4



 6% GROSS RETURN




        SP ADVISOR         SP SELECT        SP PLUS BONUS      SP PLUS BONUS    SP PLUS NON BONUS
 -  ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
 -  -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $103,522 $103,522  $103,400  $96,863  $107,557 $101,257  $107,663  $99,851  $103,522  $96,976
 2  $107,179 $107,179  $106,926 $101,111  $111,247 $104,947  $111,466 $103,350  $107,179 $101,349
 3  $110,965 $110,965  $110,572 $105,544  $115,063 $108,763  $115,403 $106,972  $110,965 $105,917
 4  $114,884 $114,884  $114,342 $110,169  $119,009 $112,470  $119,479 $110,722  $114,884 $110,689
 5  $118,942 $118,942  $118,241 $114,994  $123,092 $117,438  $123,700 $115,741  $118,942 $115,674
 6  $123,143 $123,143  $122,273 $120,027  $127,314 $122,622  $128,069 $120,985  $123,143 $120,880
 7  $127,493 $127,493  $126,442 $125,278  $131,681 $128,031  $132,592 $126,463  $127,493 $126,318
 8  $131,996 $131,996  $130,753 $130,753  $136,198 $133,674  $137,276 $137,276  $131,996 $131,996
 9  $136,658 $136,658  $135,212 $135,212  $140,870 $139,561  $142,125 $142,125  $136,658 $136,658
 10 $141,485 $141,485  $139,822 $139,822  $145,702 $145,702  $147,145 $147,145  $141,485 $141,485
 11 $146,483 $146,483  $144,590 $144,590  $150,699 $150,699  $152,342 $152,342  $146,483 $146,483
 12 $151,657 $151,657  $149,520 $149,520  $155,868 $155,868  $157,723 $157,723  $151,657 $151,657
 13 $157,013 $157,013  $154,618 $154,618  $161,215 $161,215  $163,294 $163,294  $157,013 $157,013
 14 $162,559 $162,559  $159,890 $159,890  $166,745 $166,745  $169,062 $169,062  $162,559 $162,559
 15 $168,301 $168,301  $165,342 $165,342  $172,464 $172,464  $175,033 $175,033  $168,301 $168,301
 16 $174,246 $174,246  $170,980 $170,980  $178,380 $178,380  $181,216 $181,216  $174,246 $174,246
 17 $180,400 $180,400  $176,810 $176,810  $184,499 $184,499  $187,616 $187,616  $180,400 $180,400
 18 $186,772 $186,772  $182,838 $182,838  $190,827 $190,827  $194,243 $194,243  $186,772 $186,772
 19 $193,369 $193,369  $189,073 $189,073  $197,373 $197,373  $201,104 $201,104  $193,369 $193,369
 20 $200,199 $200,199  $195,520 $195,520  $204,143 $204,143  $208,207 $208,207  $200,199 $200,199
 21 $207,271 $207,271  $202,186 $202,186  $211,146 $211,146  $215,562 $215,562  $207,271 $207,271
 22 $214,592 $214,592  $209,080 $209,080  $218,388 $218,388  $223,176 $223,176  $214,592 $214,592
 23 $222,172 $222,172  $216,210 $216,210  $225,879 $225,879  $231,058 $231,058  $222,172 $222,172
 24 $230,019 $230,019  $223,582 $223,582  $233,627 $233,627  $239,220 $239,220  $230,019 $230,019
 25 $238,144 $238,144  $231,205 $231,205  $241,641 $241,641  $247,669 $247,669  $238,144 $238,144
- --------------------------------------------------------------------------------------------------



 Assumptions:

 1. $100,000 initial investment.

 2. As of December 31, 2006 the average fund expenses =0.97%.

 3. No optional death benefit(s) and/or optional living benefit(s) were elected.


 4. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor 3.53%; Strategic Partners Select 3.41%;
    Strategic Partners Annuity One/Plus Bonus 3.43%; Strategic Partners Annuity
    One/Plus Enhanced Bonus 3.53%; Strategic Partners Annuity One/Plus Enhanced
    Non-Bonus 3.53%.


 5. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 6. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      C-5



            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
            FURTHER DETAILS ABOUT THE PRUCO LIFE ANNUITY DESCRIBED IN
            PROSPECTUS P2082 (05/2007).

                      ------------------------
                               (print your name)

                      ------------------------
                                   (address)

                      ------------------------
                             (city/state/zip code)

                               MAILING ADDRESS:

                       PRUDENTIAL ANNUITY SERVICE CENTER
                                 P.O. Box 7960
                            Philadelphia, PA 19176






[LOGO]
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777






 P2082

                                   PRSRT STD
                                 U.S. POSTAGE
                                     PAID
                                 LANCASTER, PA
                                PERMIT NO. 1793



                                 STRATEGIC PARTNERS/SM/ PLUS 3 VARIABLE ANNUITY
                                                        Prospectus: May 1, 2007

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


 This Prospectus describes an individual variable annuity contract offered by
 Pruco Life Insurance Company (Pruco Life) and the Pruco Life Flexible Premium
 Variable Annuity Account. Pruco Life offers several different annuities which
 your representative may be authorized to offer to you. Each annuity has
 different features and benefits that may be appropriate for you based on your
 financial situation, your age and how you intend to use the annuity. Please
 note that selling broker-dealer firms through which the contract is sold may
 decline to make available to their customers certain of the optional features
 offered generally under the contract. Alternatively, such firms may restrict
 the availability of the optional benefits and investment options that they
 make available to their customers (e.g., by imposing a lower maximum issue age
 for certain optional benefits than what is prescribed generally under the
 contract). Please speak to your registered representative for further details.
 The different features and benefits include variations in death benefit
 protection, and the ability to access your annuity's contract value. The fees
 and charges under the annuity contract and the compensation paid to your
 representative may also be different among each annuity. If you are purchasing
 the contract as a replacement for existing variable annuity or variable life
 coverage, you should consider, among other things, any surrender or penalty
 charges you may incur when replacing your existing coverage. Pruco Life is a
 wholly-owned subsidiary of the Prudential Insurance Company of America.


 THE FUNDS

 Strategic Partners Plus 3 offers a wide variety of investment choices,
 including variable investment options that invest in underlying mutual funds.
 Currently, portfolios of the following underlying mutual funds are being
 offered: The Prudential Series Fund, Advanced Series Trust (formerly named
 American Skandia Trust), Evergreen Variable Annuity Trust, Gartmore Variable
 Insurance Trust, and Janus Aspen Series. (see next page for list of portfolios
 currently offered).


 You may choose between two basic versions of Strategic Partners Plus 3. One
 version, the Contract With Credit, provides for a bonus credit that we add to
 each purchase payment you make. If you choose this version of Strategic
 Partners Plus 3, some charges and expenses may be higher than if you choose
 the version without the credit. Those higher charges could exceed the amount
 of the credit under some circumstances, particularly if you withdraw purchase
 payments within a few years of making those purchase payments.

 PLEASE READ THIS PROSPECTUS
 Please read this prospectus before purchasing a Strategic Partners Plus 3
 variable annuity contract, and keep it for future reference. The current
 prospectuses for the underlying mutual funds contain important information
 about the mutual funds. When you invest in a variable investment option that
 is funded by a mutual fund, you should read the mutual fund prospectus and
 keep it for future reference. The Risk Factors section relating to the market
 value adjustment option appears in the Summary.

 TO LEARN MORE ABOUT STRATEGIC PARTNERS PLUS 3
 To learn more about the Strategic Partners Plus 3 variable annuity, you can
 request a copy of the Statement of Additional Information (SAI) dated May 1,
 2007. The SAI has been filed with the Securities and Exchange Commission (SEC)
 and is legally a part of this prospectus. Pruco Life also files other reports
 with the SEC. All of these filings can be reviewed and copied at the SEC's
 offices, and can also be obtained from the SEC's Public Reference Section, 100
 F Street N.E., Washington, D.C. 20549. (See SEC file numbers 333-37728 and
 333-103474) You may obtain information on the operation of the Public
 Reference Room by calling the SEC at (202) 551-8090. The SEC maintains a Web
 site (http://www.sec.gov) that contains the Strategic Partners Plus 3 SAI,
 material incorporated by reference, and other information regarding
 registrants that file electronically with the SEC. The Table of Contents of
 the SAI is set forth in Section 11 of this prospectus.

 For a free copy of the SAI, call us at (888) PRU-2888, or write to us at
 Prudential Annuity Service Center, P.O. Box 7960, Philadelphia, PA 19176.

- --------------------------------------------------------------------------------
 THE SEC HAS NOT DETERMINED THAT THIS CONTRACT IS A GOOD INVESTMENT, NOR HAS
 THE SEC DETERMINED THAT THIS PROSPECTUS IS COMPLETE OR ACCURATE. IT IS A
 CRIMINAL OFFENSE TO STATE OTHERWISE. INVESTMENT IN A VARIABLE ANNUITY CONTRACT
 IS SUBJECT TO RISK, INCLUDING THE POSSIBLE LOSS OF YOUR MONEY. AN INVESTMENT
 IN STRATEGIC PARTNERS PLUS 3 IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE
 FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

 Strategic Partners/SM/ is a service mark of The Prudential Insurance Company
 of America   P2360
- --------------------------------------------------------------------------------



                              INVESTMENT OPTIONS


 The Prudential Series Fund


   Jennison Portfolio

   Equity Portfolio
   Global Portfolio
   Money Market Portfolio
   Stock Index Portfolio
   Value Portfolio
   SP Aggressive Growth Asset Allocation Portfolio
   SP Balanced Asset Allocation Portfolio
   SP Conservative Asset Allocation Portfolio
   SP Growth Asset Allocation Portfolio

   SP AIM Core Equity Portfolio
   SP Davis Value Portfolio
   SP International Growth Portfolio
   SP International Value Portfolio
   SP Mid Cap Growth Portfolio
   SP PIMCO High Yield Portfolio
   SP PIMCO Total Return Portfolio
   SP Prudential U.S. Emerging Growth Portfolio
   SP Small-Cap Growth Portfolio
   SP Small Cap Value Portfolio
   SP Strategic Partners Focused Growth Portfolio
   SP T. Rowe Price Large-Cap Growth Portfolio

 Advanced Series Trust
   AST Advanced Strategies Portfolio
   AST Aggressive Asset Allocation Portfolio
   AST AllianceBernstein Core Value Portfolio
   AST AllianceBernstein Growth & Income Portfolio
   AST AllianceBernstein Managed Index 500 Portfolio
   AST American Century Income & Growth Portfolio
   AST American Century Strategic Allocation Portfolio
   AST Balanced Asset Allocation Portfolio
   AST Capital Growth Asset Allocation Portfolio
   AST Cohen & Steers Realty Portfolio
   AST Conservative Asset Allocation Portfolio
   AST DeAM Large-Cap Value Portfolio
   AST DeAM Small-Cap Value Portfolio
   AST Federated Aggressive Growth Portfolio
   AST First Trust Balanced Target Portfolio
   AST First Trust Capital Appreciation Target Portfolio
   AST Goldman Sachs Concentrated Growth Portfolio
   AST Goldman Sachs Mid-Cap Growth Portfolio
   AST High Yield Portfolio
   AST JPMorgan International Equity Portfolio
   AST Large-Cap Value Portfolio
   AST Lord Abbett Bond-Debenture Portfolio
   AST Marsico Capital Growth Portfolio
   AST MFS Global Equity Portfolio
   AST MFS Growth Portfolio
   AST Mid-Cap Value Portfolio
   AST Neuberger Berman Mid-Cap Growth Portfolio
   AST Neuberger Berman Mid-Cap Value Portfolio
   AST Neuberger Berman Small-Cap Growth Portfolio
   AST PIMCO Limited Maturity Bond Portfolio
   AST Preservation Asset Allocation Portfolio
   AST Small-Cap Value Portfolio
   AST T. Rowe Price Asset Allocation Portfolio
   AST T. Rowe Price Global Bond Portfolio
   AST T. Rowe Price Natural Resources Portfolio
   AST UBS Dynamic Alpha Portfolio

 Evergreen Variable Annuity Trust
   Evergreen VA Balanced Fund
   Evergreen VA Fundamental Large Cap Fund
   Evergreen VA Growth Fund
   Evergreen VA International Equity Fund
   Evergreen VA Omega Fund
   Evergreen VA Special Values Fund

 Gartmore Variable Insurance Trust
   GVIT Developing Markets Fund

 Janus Aspen Series
   Large Cap Growth Portfolio -- Service Shares



                                   CONTENTS



                                                                                       
PART I: STRATEGIC PARTNERS PLUS 3 PROSPECTUS SUMMARY.....................................  5

 GLOSSARY................................................................................  6
 SUMMARY................................................................................. 11
 RISK FACTORS............................................................................ 15
 SUMMARY OF CONTRACT EXPENSES............................................................ 16
 EXPENSE EXAMPLES........................................................................ 21

PART II: STRATEGIC PARTNERS PLUS 3 PROSPECTUS SECTIONS 1 - 11............................ 24

 SECTION 1: WHAT IS THE STRATEGIC PARTNERS PLUS 3 VARIABLE ANNUITY?...................... 25

   SHORT TERM CANCELLATION RIGHT OR "FREE LOOK".......................................... 26

 SECTION 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?........................................ 26

   VARIABLE INVESTMENT OPTIONS........................................................... 26
   FIXED INTEREST RATE OPTIONS........................................................... 37
   MARKET VALUE ADJUSTMENT OPTION........................................................ 38
   TRANSFERS AMONG OPTIONS............................................................... 40
   ADDITIONAL TRANSFER RESTRICTIONS...................................................... 40
   DOLLAR COST AVERAGING................................................................. 41
   ASSET ALLOCATION PROGRAM.............................................................. 42
   AUTO-REBALANCING...................................................................... 42
   SCHEDULED TRANSACTIONS................................................................ 42
   VOTING RIGHTS......................................................................... 42
   SUBSTITUTION.......................................................................... 43

 SECTION 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE (ANNUITIZATION)? 43

   PAYMENT PROVISIONS.................................................................... 43
   PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT...................... 43

     OPTION 1: ANNUITY PAYMENTS FOR A FIXED PERIOD....................................... 43
     OPTION 2: LIFE INCOME ANNUITY OPTION................................................ 43
     OPTION 3: INTEREST PAYMENT OPTION................................................... 44
     OTHER ANNUITY OPTIONS............................................................... 44

   TAX CONSIDERATIONS.................................................................... 44
   GUARANTEED MINIMUM INCOME BENEFIT..................................................... 44

     GMIB ROLL-UP........................................................................ 44
     GMIB OPTION 1 - SINGLE LIFE PAYOUT OPTION........................................... 46
     GMIB OPTION 2 - JOINT LIFE PAYOUT OPTION............................................ 46

   HOW WE DETERMINE ANNUITY PAYMENTS..................................................... 47

 SECTION 4: WHAT IS THE DEATH BENEFIT?................................................... 48

   BENEFICIARY........................................................................... 48
   CALCULATION OF THE DEATH BENEFIT...................................................... 48
   GUARANTEED MINIMUM DEATH BENEFIT...................................................... 48

     GMDB ROLL-UP........................................................................ 48
     GMDB STEP-UP........................................................................ 49

   SPECIAL RULES IF JOINT OWNERS......................................................... 49
   HIGHEST DAILY VALUE DEATH BENEFIT..................................................... 49
   CALCULATION OF THE HIGHEST DAILY VALUE DEATH BENEFIT.................................. 50
   PAYOUT OPTIONS........................................................................ 51
   BENEFICIARY CONTINUATION OPTION EARNINGS APPRECIATOR BENEFIT.......................... 52
   SPOUSAL CONTINUANCE OPTION............................................................ 54



                                      3





                                                                                        

 SECTION 5: WHAT IS THE LIFETIME FIVE/SM/ INCOME BENEFIT?.................................  56

   LIFETIME FIVE INCOME BENEFIT...........................................................  56
   SPOUSAL LIFETIME FIVE INCOME BENEFIT...................................................  62
   HIGHEST DAILY LIFETIME FIVE BENEFIT....................................................  65

 SECTION 6: WHAT IS THE INCOME APPRECIATOR BENEFIT?.......................................  71

   INCOME APPRECIATOR BENEFIT.............................................................  71
   CALCULATION OF THE INCOME APPRECIATOR BENEFIT..........................................  72
   INCOME APPRECIATOR BENEFIT OPTIONS DURING THE ACCUMULATION PHASE.......................  73

 SECTION 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS PLUS 3 CONTRACT?......................  74

   PURCHASE PAYMENTS......................................................................  74
   ALLOCATION OF PURCHASE PAYMENTS........................................................  75
   CREDITS................................................................................  75
   CALCULATING CONTRACT VALUE.............................................................  76

 SECTION 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS 3
   CONTRACT?..............................................................................  76

   INSURANCE AND ADMINISTRATIVE CHARGES...................................................  76
   WITHDRAWAL CHARGE......................................................................  77
   WAIVER OF WITHDRAWAL CHARGES FOR CRITICAL CARE.........................................  78
   CONTRACT MAINTENANCE CHARGE............................................................  78
   GUARANTEED MINIMUM INCOME BENEFIT CHARGE...............................................  78
   INCOME APPRECIATOR BENEFIT CHARGE......................................................  79
   EARNINGS APPRECIATOR BENEFIT CHARGE....................................................  79
   BENEFICIARY CONTINUATION OPTION CHARGES................................................  80
   TAXES ATTRIBUTABLE TO PREMIUM..........................................................  80
   TRANSFER FEE...........................................................................  80
   COMPANY TAXES..........................................................................  80
   UNDERLYING MUTUAL FUND FEES............................................................  80

 SECTION 9: HOW CAN I ACCESS MY MONEY?....................................................  81

   WITHDRAWALS DURING THE ACCUMULATION PHASE..............................................  81
   AUTOMATED WITHDRAWALS..................................................................  81
   SUSPENSION OF PAYMENTS OR TRANSFERS....................................................  81

 SECTION 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS 3
   CONTRACT?..............................................................................  82

   CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT PLANS)......  82
   CONTRACTS HELD BY TAX-FAVORED PLANS....................................................  85

 SECTION 11: OTHER INFORMATION............................................................  88

   PRUCO LIFE INSURANCE COMPANY...........................................................  88
   THE SEPARATE ACCOUNT...................................................................  89
   SALE AND DISTRIBUTION OF THE CONTRACT..................................................  89
   LITIGATION.............................................................................  90
   ASSIGNMENT.............................................................................  90
   FINANCIAL STATEMENTS...................................................................  90
   STATEMENT OF ADDITIONAL INFORMATION....................................................  90
   HOUSEHOLDING...........................................................................  90
   MARKET VALUE ADJUSTMENT FORMULA........................................................  91

APPENDIX - A ACCUMULATION UNIT VALUES..................................................... A-1

APPENDIX - B SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU.......................... B-1

APPENDIX - C ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE BENEFIT............. C-1




                                      4



  PART I SUMMARY
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS PLUS 3 PROSPECTUS

                                      5



                                   GLOSSARY

 WE HAVE TRIED TO MAKE THIS PROSPECTUS AS EASY TO READ AND UNDERSTAND AS
 POSSIBLE. BY THE NATURE OF THE CONTRACT, HOWEVER, CERTAIN TECHNICAL WORDS OR
 TERMS ARE UNAVOIDABLE. WE HAVE IDENTIFIED THE FOLLOWING AS SOME OF THESE WORDS
 OR TERMS.

 Accumulation Phase
 The period that begins with the contract date (which we define below) and ends
 when you start receiving income payments, or earlier if the contract is
 terminated through a full withdrawal or payment of a death benefit.

 Adjusted Contract Value
 When you begin receiving income payments, the value of your contract adjusted
 for any market value adjustment minus any charge we impose for premium taxes
 and withdrawal charges.

 Adjusted Purchase Payment
 Your invested purchase payment is adjusted for any subsequent withdrawals. The
 adjusted purchase payment is used only for calculations of the Earnings
 Appreciator Benefit.

 Annual Income Amount
 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as the annuitant lives. For the Highest Daily
 Lifetime Five Benefit only, we refer to an amount that you can withdraw each
 year as long as the annuitant lives as the "Total Annual Income Amount." The
 Total Annual Income Amount may reflect the inclusion of an additional sum, if
 you have made no withdrawal during the first ten years that the Highest Daily
 Lifetime Five Benefit is in effect. The annual income amount is set initially
 as a percentage of the Protected Withdrawal Value, but will be adjusted to
 reflect subsequent purchase payments, withdrawals, and any step-up. Under the
 Spousal Lifetime Five Income Benefit, the annual income amount is paid until
 the later death of two natural persons who are each other's spouses at the
 time of election and at the first death of one of them.

 Annual Withdrawal Amount
 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as there is Protected Withdrawal Value remaining.
 The Annual Withdrawal Amount is set initially to equal 7% of the initial
 Protected Withdrawal Value, but will be adjusted to reflect subsequent
 purchase payments, withdrawals, and any step-up.

 Annuitant
 The person whose life determines the amount of income payments that we will
 make. Except as indicated below, if the annuitant dies before the annuity
 date, the co-annuitant (if any) becomes the annuitant if the contract's
 requirements for changing the annuity date are met. If, upon the death of the
 annuitant, there is no surviving eligible co-annuitant, and the owner is not
 the annuitant, then the owner becomes the annuitant.


 Generally, if an annuity is owned by an entity and the entity has named a
 co-annuitant, the co-annuitant will become the annuitant upon the death of the
 annuitant, and no death benefit is payable. Unless we agree otherwise, the
 contract is eligible to have a co-annuitant designation only if the entity
 that owns the contract is (1) a plan described in Internal Revenue Code
 Section 72(s)(5)(A)(i) (or any successor Code section thereto); (2) an entity
 described in Code Section 72(u)(1) (or any successor Code section thereto); or
 (3) a custodial account established pursuant to the provisions in Code
 Section 408(a) (or any successor Code section thereto) ("Custodial Account").

 Where the contract is held by a Custodial Account, the co-annuitant will not
 automatically become the annuitant upon the death of the annuitant. Upon the
 death of the annuitant, the Custodial Account will have the choice, subject to
 our rules, to either elect to receive the death benefit or elect to continue
 the contract. If the contract is continued, then the Contract Value as of the
 date of due proof of death of the annuitant will reflect the amount that would
 have been payable had a death benefit been paid.


 Annuity Date
 The date when income payments are scheduled to begin. You must have our
 permission to change the annuity date. If the co-annuitant becomes the
 annuitant due to the death of the annuitant, and the co-annuitant is older
 than the annuitant, then the annuity date will be based on the age of the
 co-annuitant, provided that the contract's requirements for changing the
 annuity date are met (e.g., the co-annuitant cannot be older than a specified
 age). If the co-annuitant is younger than the annuitant, then the annuity date
 will remain unchanged.

 Beneficiary
 The person(s) or entity you have chosen to receive a death benefit.

                                      6



 Benefit Fixed Rate Account
 An investment option offered as part of this contract that is used only if you
 have elected the optional Highest Daily Lifetime Five Benefit. Amounts
 allocated to the Benefit Fixed Rate Account earn a fixed rate of interest, and
 are held within our general account. You may not allocate purchase payments to
 the Benefit Fixed Rate Account. Rather, Contract Value is transferred to the
 Benefit Fixed Rate Account only under the asset transfer feature of the
 Highest Daily Lifetime Five Benefit.

 Business Day
 A day on which the New York Stock Exchange is open for business. Our business
 day generally ends at 4:00 p.m. Eastern time.

 Co-Annuitant
 The person shown on the contract data pages who becomes the annuitant (if
 eligible) upon the death of the annuitant if the contract's requirements for
 changing the annuity date are met.

 Contract Date
 The date we accept your initial purchase payment and all necessary paperwork
 in good order at the Prudential Annuity Service Center. Contract anniversaries
 are measured from the contract date. A contract year starts on the contract
 date or on a contract anniversary.

 Contract Owner, Owner, or You
 The person entitled to the ownership rights under the contract.

 Contract Value
 This is the total value of your contract, equal to the sum of the values of
 your investment in each investment option you have chosen. Your Contract Value
 will go up or down based on the performance of the investment options you
 choose.

 Contract with Credit
 A version of the annuity contract that provides for a bonus credit with each
 purchase payment that you make and has higher withdrawal charges and insurance
 and administrative costs than the Contract Without Credit.

 Contract without Credit
 A version of the annuity contract that does not provide a credit and has lower
 withdrawal charges and insurance and administrative costs than the Contract
 With Credit.

 Credit
 If you choose the Contract With Credit, this is the bonus amount that we
 allocate to your account each time you make a purchase payment. The amount of
 the credit is a percentage of the purchase payment. Bonus credits generally
 are not recaptured once the free look period expires. Our reference in the
 preceding sentence to "generally are not recaptured" refers to the fact that
 we have the contractual right to deduct, from the death benefit we pay, the
 amount of any credit corresponding to a purchase payment made within one year
 of death.

 Daily Value
 For purposes of the Highest Daily Value Death Benefit, which we describe
 below, the Contract Value as of the end of each business day. The Daily Value
 on the contract date is equal to your purchase payment.

 Death Benefit
 If a death benefit is payable, the beneficiary you designate will receive, at
 a minimum, the total invested purchase payments, reduced proportionally by
 withdrawals, or a potentially greater amount related to market appreciation.
 The Guaranteed Minimum Death Benefit, or Highest Daily Value Death Benefit, is
 available for an additional charge. See Section 4, "What Is The Death Benefit?"

 Death Benefit Target Date
 With respect to the Highest Daily Value Death Benefit, the later of the
 contract anniversary on or after the 80/th/ birthday of the current contract
 owner, the older of either joint owner or (if owned by an entity) the
 annuitant, or five years after the contract date.

 Designated Life
 For purposes of the Spousal Lifetime Five Income Benefit, a Designated Life
 refers to each of two natural persons who are each other's spouses at the time
 of election of the Spousal Lifetime Five Income Benefit and at the first death
 of one of them.

 Dollar Cost Averaging Fixed Rate Option (DCA Fixed Rate Option)
 An investment option that offers a fixed rate of interest for a selected
 period during which periodic transfers are automatically made to selected
 variable investment options or to the one-year fixed interest rate option.

                                      7



 GLOSSARY continued


 Earnings Appreciator Benefit (EAB)
 An optional feature available for an additional charge that may provide a
 supplemental death benefit based on earnings under the contract.

 Enhanced Protected Withdrawal Value
 Under the Highest Daily Lifetime Five Benefit only, a sum that we add to your
 existing Protected Withdrawal Value, provided that you have not made any
 withdrawal during the first ten years that your Highest Daily Lifetime Five
 Benefit has been in effect and you otherwise meet the conditions set forth in
 the rider and this prospectus.

 Excess Income/Excess Withdrawal

 Under the Lifetime Five Income Benefit, Spousal Lifetime Five Income Benefit,
 and Highest Daily Lifetime Five Benefit, Excess Income refers to cumulative
 withdrawals that exceed the Annual Income Amount (the Total Annual Income
 Amount, for Highest Daily Lifetime Five only). Under the Lifetime Five Income
 Benefit, Excess Withdrawal refers to cumulative withdrawals that exceed the
 Annual Withdrawal Amount.


 Fixed Interest Rate Options
 Investment options that offer a fixed rate of interest for either a one-year
 period (fixed rate option) or a selected period during which periodic
 transfers are made to selected variable investment options or to the one-year
 fixed rate option.

 Good Order
 An instruction received at the Prudential Annuity Service Center, utilizing
 such forms, signatures and dating as we require, which is sufficiently clear
 that we do not need to exercise any discretion to follow such instructions.

 Guarantee Period
 A period of time during which your invested purchase payment in the market
 value adjustment option earns interest at the declared rate. We may offer one
 or more guarantee periods.

 Guaranteed Minimum Death Benefit (GMDB)
 An optional feature available for an additional charge that guarantees that
 the death benefit that the beneficiary receives will be no less than a certain
 GMDB protected value. The GMDB is a different death benefit than the Highest
 Daily Value Death Benefit, which we describe below.

 GMDB Protected Value
 The amount guaranteed under the Guaranteed Minimum Death Benefit, which may
 equal the GMDB roll-up value, the GMDB step-up value, or the greater of the
 two. The GMDB protected value will be subject to certain age restrictions and
 time durations, however, it will still increase by subsequent invested
 purchase payments and reduce proportionally by withdrawals.

 GMDB Roll-Up
 We use the GMDB roll-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. The GMDB roll-up is equal to the invested
 purchase payments compounded daily at an effective annual interest rate
 starting on the date that each invested purchase payment is made, subject to a
 cap, and reduced by the effect of withdrawals.

 GMDB Step-Up
 We use the GMDB step-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. Generally speaking, the GMDB step-up
 establishes a "high water mark" of protected value that we would pay upon
 death, even if the Contract Value has declined. For example, if the GMDB
 step-up were set at $100,000 on a contract anniversary, and the Contract Value
 subsequently declined to $80,000 on the date of death, the GMDB step-up value
 would nonetheless remain $100,000 (assuming no additional purchase payments or
 withdrawals).

 Guaranteed Minimum Income Benefit (GMIB)
 An optional feature available for an additional charge that guarantees that
 the income payments you receive during the income phase will be no less than a
 certain GMIB protected value applied to the GMIB guaranteed annuity purchase
 rates.


 GMIB Protected Value

 We use the GMIB protected value to calculate annuity payments should you
 annuitize under the Guaranteed Minimum Income Benefit.

                                      8



 The value is calculated daily and is equal to the GMIB roll-up, until the GMIB
 roll-up either reaches its cap or if we stop applying the annual interest rate
 based on the age of the annuitant, number of contract anniversaries or number
 of years since last GMIB reset. At such point, the GMIB protected value will
 be increased by any subsequent invested purchase payments, and any withdrawals
 will proportionally reduce the GMIB protected value. The GMIB protected value
 is not available as a cash surrender benefit or a death benefit, nor is it
 used to calculate the cash surrender value or death benefit.

 GMIB Reset
 You may elect to "step-up" or "reset" your GMIB protected value if your
 Contract Value is greater than the current GMIB protected value. Upon exercise
 of the reset provision, your GMIB protected value will be reset to equal your
 current Contract Value. You are limited to two resets over the life of your
 contract, provided that certain annuitant age requirements are met.

 GMIB Roll-Up
 We will use the GMIB roll-up value to compute the GMIB protected value of the
 Guaranteed Minimum Income Benefit. The GMIB roll-up is equal to the invested
 purchase payments (after a reset, the Contract Value at the time of the reset)
 compounded daily at an effective annual interest rate starting on the date
 each invested purchase payment is made, subject to a cap, and reduced
 proportionally by withdrawals.

 Highest Daily Lifetime Five Benefit
 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of a principal value called
 the Protected Withdrawal Value. Subject to our rules regarding the timing and
 amount of withdrawals, we guarantee these withdrawal amounts, regardless of
 the impact of market performance on your Contract Value.

 Highest Daily Value Death Benefit
 An optional death benefit available for an additional charge that can provide
 a death benefit that exceeds the Contract Value on the date of death. The
 amount of the death benefit is determined with reference to the Highest Daily
 Value, as defined below.

 Income Appreciator Benefit (IAB)
 An optional feature that may be available for an additional charge that
 provides a supplemental living benefit based on earnings under the contract.

 IAB Automatic Withdrawal Payment Program
 A series of payments consisting of a portion of your Contract Value and Income
 Appreciator Benefit paid to you in equal installments over a 10 year period,
 which you may choose, if you elect to receive the Income Appreciator Benefit
 during the accumulation phase.

 IAB Credit
 An amount we add to your Contract Value that is credited in equal installments
 over a 10 year period, which you may choose, if you elect to receive the
 Income Appreciator Benefit during the accumulation phase.

 Income Options
 Options under the contract that define the frequency and duration of income
 payments. In your contract, we also refer to these as payout or annuity
 options.

 Income Phase
 The period during which you receive income payments under the contract.

 Invested Purchase Payments
 Your purchase payments (which we define below) less any deduction we make for
 any tax charge.

 Joint Owner
 The person named as the joint owner, who shares ownership rights with the
 owner as defined in the contract. A joint owner must be a natural person.

 Lifetime Five Income Benefit
 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. There are two options--one is designed to
 provide an annual withdrawal amount for life and the other is designed to
 provide a greater annual withdrawal amount (than the first option) as long as
 there is Protected Withdrawal Value. We also offer a variant of the Lifetime
 Five Income Benefit to certain spousal owners--see "Spousal Lifetime Five
 Income Benefit."

                                      9



 GLOSSARY continued


 Market Value Adjustment
 An adjustment to your Contract Value or withdrawal proceeds that is based on
 the relationship between interest you are currently earning within the market
 value adjustment option and prevailing interest rates. This adjustment may be
 positive or negative.

 Market Value Adjustment Option
 This investment option may offer various guarantee periods and pays a fixed
 rate of interest with respect to each guarantee period. We impose a market
 value adjustment on withdrawals or transfers that you make from this option
 prior to the end of its guarantee period.

 Net Purchase Payments
 Your total purchase payments less any withdrawals you have made.

 Proportional Withdrawals
 A method that involves calculating the percentage of your Contract Value that
 each prior withdrawal represented when withdrawn. Proportional withdrawals
 result in a reduction to the applicable benefit value by reducing such value
 in the same proportion as the Contract Value was reduced by the withdrawal as
 of the date the withdrawal occurred.

 Protected Withdrawal Value
 Under the Lifetime Five Income Benefit and Spousal Lifetime Five Income
 Benefit, an amount that we guarantee regardless of the investment performance
 of your Contract Value. For the Highest Daily Lifetime Five Benefit only, we
 refer to an amount that we guarantee regardless of the investment performance
 of your Contract Value as the "Total Protected Withdrawal Value". Total
 Protected Withdrawal Value may reflect the inclusion of an additional sum, if
 you have made no withdrawal during the first ten years that the Highest Daily
 Lifetime Five Benefit is in effect.

 Prudential Annuity Service Center
 For general correspondence: P.O. Box 7960, Philadelphia, PA 19176. For express
 overnight mail: 2101 Welsh Road, Dresher, PA 19025. The telephone number is
 (888) PRU-2888. Prudential's Web site is www.prudential.com.

 Purchase Payments
 The amount of money you pay us to purchase the contract. Generally, you can
 make additional purchase payments at any time during the accumulation phase.

 Separate Account
 Purchase payments allocated to the variable investment options are held by us
 in a separate account called the Pruco Life Flexible Premium Variable Annuity
 Account. The separate account is set apart from all of the general assets of
 Pruco Life.

 Spousal Lifetime Five Income Benefit
 An optional feature available for an additional charge that guarantees the
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on the Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. Under the Spousal Lifetime Five Income
 Benefit, an annual income amount is paid until the later death of two natural
 persons who are each other's spouses at the time of election and at the first
 death of one of them.

 Statement of Additional Information
 A document containing certain additional information about the Strategic
 Partners Plus 3 variable annuity. We have filed the Statement of Additional
 Information with the Securities and Exchange Commission and it is legally a
 part of this prospectus. To learn how to obtain a copy of the Statement of
 Additional Information, see the front cover of this prospectus.

 Tax Deferral
 This is a way to increase your assets without currently being taxed.
 Generally, you do not pay taxes on your contract earnings until you take money
 out of your contract. You should be aware that tax favored plans (such as
 IRAs) already provide tax deferral regardless of whether they invest in
 annuity contracts. See Section 10, "What Are The Tax Considerations Associated
 With The Strategic Partners Plus 3 Contract?"



 Variable Investment Option
 When you choose a variable investment option, we purchase shares of the
 underlying mutual fund that are held as an investment for that option. We hold
 these shares in the separate account. The division of the separate account of
 Pruco Life that invests in a particular mutual fund is referred to in your
 contract as a subaccount.

                                      10



 SUMMARY FOR SECTIONS 1-11

 For a more complete discussion of the following topics, see the corresponding
 section in Part II of the prospectus.

 SECTION 1
 What Is The Strategic Partners Plus 3 Variable Annuity?
 The Strategic Partners Plus 3 variable annuity is a contract between you, the
 owner, and us, the insurance company, Pruco Life Insurance Company (Pruco
 Life, we or us). The contract allows you to invest on a tax-deferred basis in
 variable investment options, fixed interest rate options, and the market value
 adjustment option. The contract is intended for retirement savings or other
 long-term investment purposes and provides for a death benefit.
 There are two basic versions of the Strategic Partners Plus 3 variable annuity.

 Contract With Credit.

..   provides for a bonus credit that we add to each purchase payment that you
    make,
..   has higher withdrawal charges and insurance and administrative costs than
    the Contract Without Credit,
..   may provide lower interest rates for fixed interest rate options and the
    market value adjustment option than the Contract Without Credit, and
..   may provide fewer available market value adjustment guarantee periods than
    the Contract Without Credit.

 Contract Without Credit.

..   does not provide a credit,
..   has lower withdrawal charges and insurance and administrative costs than
    the Contract With Credit,
..   may provide higher interest rates for fixed interest rate options and the
    market value adjustment option than the Contract With Credit, and
..   may provide more available market value adjustment guarantee periods than
    the Contract With Credit.

 The variable investment options available under the contract offer the
 opportunity for a favorable return. However, this is NOT guaranteed. It is
 possible, due to market changes, that your investments may decrease in value,
 including an investment in the Prudential Money Market Portfolio variable
 investment option.

 The fixed interest rate options offer a guaranteed interest rate. While your
 money is allocated to one of these options, your principal amount will not
 decrease and we guarantee that your money will earn at least a minimum
 interest rate annually.

 Under the market value adjustment option, while your money remains in the
 contract for the full guarantee period, your principal amount is guaranteed
 and the interest amount that your money will earn is guaranteed by us to be at
 least the minimum interest rate dictated by applicable state law.

 You may make up to 12 free transfers each contract year among the investment
 options. Certain restrictions apply to transfers involving the fixed interest
 rate options.

 The contract, like all deferred annuity contracts, has two phases: the
 accumulation phase and the income phase.

..   During the accumulation phase, any earnings grow on a tax-deferred basis
    and are generally only taxed as income when you make a withdrawal.
..   The income phase starts when you begin receiving regular payments from your
    contract.

 The amount of money you are able to accumulate in your contract during the
 accumulation phase will help determine the amount you will receive during the
 income phase. Other factors will affect the amount of your payments, such as
 age, gender, and the payout option you select.

 The contract offers a choice of income and death benefit options, which may
 also be available to you.

 There are certain state variations to this contract that are referred to in
 this prospectus. Please see your contract for further information on these and
 other variations.

                                      11



 SUMMARY FOR SECTIONS 1-11 continued


 We may amend the contract as permitted by law. For example, we may add new
 features to the contract. Subject to applicable law, we determine whether or
 not to make such contract amendments available to contracts that already have
 been issued.

 If you change your mind about owning Strategic Partners Plus 3, you may cancel
 your contract within 10 days after receiving it (or whatever period is
 required under applicable law). This time period is referred to as the "Free
 Look" period.

 SECTION 2
 What Investment Options Can I Choose?
 You can invest your money in several variable investment options. The variable
 investment options are classified according to their investment style, and a
 brief description of each portfolio's investment objective and key policies is
 set forth in Section 2, to assist you in determining which portfolios may be
 of interest to you.

 Depending upon market conditions, you may earn or lose money in any of these
 options. The value of your contract will fluctuate depending upon the
 performance of the underlying mutual fund portfolios used by the variable
 investment options that you choose. Past performance is not a guarantee of
 future results.

 You may also invest your money in fixed interest rate options or in a market
 value adjustment option.

 SECTION 3
 What Kind Of Payments Will I Receive During The Income Phase? (Annuitization)
 If you want to receive regular income from your annuity, you can choose one of
 several options, including guaranteed payments for the annuitant's lifetime.
 Generally, once you begin receiving regular payments, you cannot change your
 payment plan.

 For an additional fee, you may also choose, if it is available under your
 contract, the Guaranteed Minimum Income Benefit (GMIB). The Guaranteed Minimum
 Income Benefit provides that once the income period begins, your income
 payments will be no less than a value that is based on a certain "GMIB
 protected value" applied to the GMIB guaranteed annuity purchase rates. See
 Section 3, "What Kind Of Payments Will I Receive During The Income Phase?"

 The Lifetime Five Income Benefit, the Spousal Lifetime Five Income Benefit and
 Highest Daily Lifetime Five Benefit (discussed in Section 5) and the Income
 Appreciator Benefit (discussed in Section 6) each may provide an additional
 amount upon which your annuity payments are based.

 SECTION 4
 What Is The Death Benefit?
 In general, if the sole owner or first-to-die of the owner or joint owner dies
 before the income phase of the contract begins, the person(s) or entity that
 you have chosen as your beneficiary will receive, at a minimum, the greater of
 (i) the Contract Value, (ii) either the base death benefit or, for a higher
 insurance and administrative cost, a potentially larger Guaranteed Minimum
 Death Benefit (GMDB), or Highest Daily Value Death Benefit.

 The base death benefit equals the total invested purchase payments reduced
 proportionally by withdrawals. The Guaranteed Minimum Death Benefit is equal
 to a "GMDB protected value" that depends upon which of the following
 Guaranteed Minimum Death Benefit options you choose:

..   the highest value of the contract on any contract anniversary, which we
    call the "GMDB step-up value;"
..   the total amount you invest increased by a guaranteed rate of return, which
    we call the "GMDB roll-up value;" or
..   the greater of the GMDB step-up value and GMDB roll-up value.

 The Highest Daily Value Death Benefit provides a death benefit equal to the
 greater of the base death benefit or the highest daily value less proportional
 withdrawals.


 On the date we receive proof of death in good order, in lieu of paying a death
 benefit, we will allow the surviving spouse to continue the contract by
 exercising the Spousal Continuance Option, if the conditions that we describe,
 in Section 4, are met.


 For an additional fee, you may also choose, if it is available in your
 contract, the Earnings Appreciator supplemental death benefit, which provides
 a benefit payment upon the death of the sole owner, or first to die of the
 owner or joint owner, during the accumulation phase.

                                      12



 SECTION 5
 What Is The Lifetime Five/SM /Income Benefit?
 The Lifetime Five Income Benefit is an optional feature that guarantees your
 ability to withdraw an amount equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amounts of withdrawals. There are two options--one is designed to
 provide an annual withdrawal amount for life (the "Life Income Benefit"), and
 the other is designed to provide a greater annual withdrawal amount (than the
 first option), as long as there is Protected Withdrawal Value (adjusted, as
 described in Section 5) (the "Withdrawal Benefit"). The annuitant must be at
 least 45 years old when the Lifetime Five Income Benefit is elected.

 The charge for the Lifetime Five Income Benefit is a daily fee equal on an
 annual basis to 0.60% of the Contract Value allocated to the variable
 investment options. This charge is in addition to the charge for the
 applicable death benefit.

 In addition to the Lifetime Five Income Benefit, we offer a benefit called the
 Spousal Lifetime Five Income Benefit. The Spousal Lifetime Five Income benefit
 is similar to the Lifetime Five Income Benefit, except that it is offered only
 to those who are each other's spouses at the time the benefit is elected, and
 the benefit offers only a Life Income Benefit (not the Withdrawal Benefit).
 The charge for the Spousal Lifetime Five Income Benefit is a daily fee equal
 on an annual basis to 0.75% of the Contract Value allocated to the variable
 investment options. The charge is in addition to the charge for the applicable
 death benefit.


 Finally, we offer a benefit called the Highest Daily Lifetime Five Benefit.
 Highest Daily Lifetime Five is similar to our Lifetime Five and Spousal
 Lifetime Five benefits, in that under each such benefit, there is a "protected
 withdrawal value" that serves as the basis for withdrawals you can make. As we
 discuss in more detail later, we guarantee this protected withdrawal value,
 even if your Contract Value declines. Thus, as a participant in one of these
 benefits, you are assured of a certain amount that you can withdraw, even if
 there is a significant decline in the securities markets. Highest Daily
 Lifetime Five Benefit differs from Lifetime Five and Spousal Lifetime Five
 primarily in that (a) the Protected Withdrawal Value is determined based on
 the highest daily Contract Value and (b) we require you to participate in an
 asset transfer program, under which your Contract Value may be transferred
 periodically between the variable investment options and the Benefit Fixed
 Rate Account (which is part of our general account). This formula is described
 more fully in Appendix C. We operate the asset transfer program under a
 formula, which is described in the portion of Section 5 concerning the Highest
 Daily Lifetime Five Benefit. As discussed in Section 5, when you elect Highest
 Daily Lifetime Five, the asset transfer formula is made a part of your annuity
 contract, and thus may not be altered thereafter. However, we do reserve the
 right to amend the formula for new-issued annuity contracts that elect Highest
 Daily Lifetime Five and for existing contracts that elect the benefit in the
 future. As we discuss in more detail later in this prospectus, this required
 asset transfer program helps us manage our financial exposure under Highest
 Daily Lifetime Five, by moving assets out of the variable investment options
 in the event of securities market declines. In essence, we seek to preserve
 the value of these assets, by transferring them to a more stable account. Of
 course, the formula also contemplates the transfer of assets from the Benefit
 Fixed Rate Account to the variable investment options in certain other
 scenarios.


 SECTION 6
 What Is The Income Appreciator Benefit?
 The Income Appreciator Benefit is an optional benefit, available for an
 additional charge, that provides an additional income amount during the
 accumulation period or upon annuitization. The Income Appreciator Benefit is
 designed to provide you with additional funds that can be used to help defray
 the impact taxes may have on distributions from your contract. You can
 activate this benefit in one of three ways, as described in Section 6. Note,
 however, that the annuitization options within this benefit are limited.

 SECTION 7
 How Can I Purchase A Strategic Partners Plus 3 Contract?
 You can purchase this contract, unless we agree otherwise and subject to our
 rules, with a minimum initial purchase payment of $10,000. You must get our
 prior approval for any initial and additional purchase payment of $1,000,000
 or more, unless we are prohibited under applicable state law from insisting on
 such prior approval. Generally, you can make additional purchase payments of
 $500 ($100 if made through electronic funds transfer) or more at any time
 during the accumulation phase of the contract. Your representative can help
 you fill out the proper forms. The Contract With Credit provides for the
 allocation of a credit with each purchase payment.

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger on the contract date. In
 addition, certain age limits apply to certain features and benefits described
 herein.

                                      13



 SUMMARY FOR SECTIONS 1-11 continued


 SECTION 8
 What Are The Expenses Associated With The Strategic Partners Plus 3 Contract?
 The contract has insurance features and investment features, both of which
 have related costs and charges.

..   Each year (or upon full surrender) we deduct a contract maintenance charge
    if your Contract Value is less than $75,000. This charge is currently equal
    to the lesser of $35 or 2% of your Contract Value. We do not impose the
    contract maintenance charge if your Contract Value is $75,000 or more. We
    may impose lesser charges in certain states.
..   For insurance and administrative costs, we also deduct a daily charge based
    on the average daily value of all assets allocated to the variable
    investment options, depending on the death benefit (or other) option that
    you choose. The daily cost is equivalent to an annual charge as follows:

    -- 1.40% if you choose the base death benefit,
    -- 1.65% if you choose the roll-up or step-up Guaranteed Minimum Death
       Benefit option (i.e., 0.25% in addition to the base death benefit
       charge),
    -- 1.75% if you choose the greater of the roll-up and step-up Guaranteed
       Minimum Death Benefit option (i.e., 0.35% in addition to the base death
       benefit charge),
    -- 1.90% if you choose the Highest Daily Value Death Benefit (i.e., 0.50%
       in addition to the base death benefit charge),
    -- 0.60% if you choose the Lifetime Five Income Benefit (1.50% maximum
       charge). This charge is in addition to the charge for the applicable
       death benefit, or
    -- 0.75% if you choose the Spousal Lifetime Five Income Benefit (1.50%
       maximum charge). This charge is in addition to the charge for the
       applicable death benefit; or
    -- 0.60% if you choose the Highest Daily Lifetime Five Benefit (1.50%
       maximum charge). This charge is in addition to the charge for the
       applicable death benefit.

..   We impose an additional insurance and administrative charge of 0.10%
    annually for the Contract With Credit.
..   We will deduct an additional charge if you choose the Guaranteed Minimum
    Income Benefit. We deduct this annual charge from your Contract Value on
    the contract anniversary and upon certain other events. The charge for this
    benefit is equal to 0.50% for contracts sold on or after January 20, 2004,
    or upon subsequent state approval (0.45% for all other contracts), of the
    average GMIB protected value (1.00% maximum charge). (In some states this
    fee may be lower.)
..   We will deduct an additional charge if you choose the Income Appreciator
    Benefit. We deduct this charge from your Contract Value on the contract
    anniversary and upon certain other events. The charge for this benefit is
    based on an annual rate of 0.25% of your Contract Value.
..   We will deduct an additional charge if you choose the Earnings Appreciator
    supplemental death benefit. We deduct this charge from your Contract Value
    on the contract anniversary and upon certain other events. The charge for
    this benefit is based on an annual rate of 0.30% of your Contract Value.
..   There are a few states/jurisdictions that assess a premium tax on us when
    you begin receiving regular income payments from your annuity. In those
    states, we deduct a charge designed to approximate this tax, which can
    range from 0-3.5% of your Contract Value.
..   There are also expenses associated with the mutual funds. For 2006, the
    fees of these funds ranged from 0.37 % to 1.19% annually. For certain
    funds, expenses are reduced pursuant to expense waivers and comparable
    arrangements. In general, these expense waivers and comparable arrangements
    are not guaranteed, and may be terminated at any time.
..   If you withdraw money (or you begin the income phase) less than seven
    contract anniversaries after making a purchase payment, then you may have
    to pay a withdrawal charge on all or part of the withdrawal. This charge
    ranges from 1-7% for the Contract Without Credit and 5-8% for the Contract
    With Credit. (In certain states reduced withdrawal charges may apply for
    certain ages. Your contract contains the applicable charges.)

 For more information, including details about other possible charges under the
 contract, see "Summary Of Contract Expenses" and Section 8, "What Are The
 Expenses Associated With The Strategic Partners Plus 3 Contract?"

 SECTION 9
 How Can I Access My Money?
 You may withdraw money at any time during the accumulation phase. You may,
 however, be subject to income tax and, if you make a withdrawal prior to age
 59 1/2, an additional tax penalty as well. For the Contract Without Credit, if
 you withdraw money less than seven contract anniversaries after making a
 purchase payment, we may impose a withdrawal charge ranging from 1-7%. For the
 Contract With Credit, we may impose a withdrawal charge ranging from 5-8%. (In
 certain states reduced withdrawal charges may apply for certain ages. Your
 contract contains the applicable charges.)

 Under the Market Value Adjustment Option, you will be subject to a market
 value adjustment if you make a withdrawal or transfer from the option prior to
 the end of a guarantee period.

                                      14



 We offer an optional benefit, called the Lifetime Five Income Benefit, under
 which we guarantee that certain amounts will be available to you for
 withdrawal, regardless of market-related declines in your Contract Value. You
 need not participate in this benefit in order to withdraw some or all of your
 money. We also offer a Spousal Lifetime Five Income Benefit. You also may
 access your Income Appreciator Benefit through withdrawals.

 SECTION 10
 What Are The Tax Considerations Associated With The Strategic Partners Plus 3
 Contract?
 Your earnings are generally not taxed until withdrawn. If you withdraw money
 during the accumulation phase, the tax laws treat the withdrawal as a
 withdrawal of earnings, which are taxed as ordinary income. If you are younger
 than age 59 1/2 when you take money out, you may be charged a 10% federal tax
 penalty on the earnings in addition to ordinary taxation. A portion of the
 payments you receive during the income phase is considered a partial return of
 your original investment and therefore will not be taxable as income.
 Generally, all amounts withdrawn from an Individual Retirement Annuity (IRA)
 contract (excluding Roth IRAs) are taxable and subject to the 10% penalty if
 withdrawn prior to age 59 1/2.

 SECTION 11
 Other Information
 This contract is issued by Pruco Life Insurance Company (Pruco Life), a
 subsidiary of The Prudential Insurance Company of America, and sold by
 registered representatives of affiliated and unaffiliated broker/dealers.

 RISK FACTORS
 There are various risks associated with an investment in the Market Value
 Adjustment Option that we summarize below.

 ISSUER RISK. The Market Value Adjustment Option, fixed interest rate options,
 and the contract's other insurance features are available under a contract
 issued by Pruco Life, and thus backed by the financial strength of that
 company. If Pruco Life were to experience significant financial adversity, it
 is possible that Pruco Life's ability to pay interest and principal under the
 Market Value Adjustment Option and fixed interest rate options and to fulfill
 its insurance guarantees could be impaired.

 RISKS RELATED TO CHANGING INTEREST RATES. You do not participate directly in
 the investment experience of the bonds and other instruments that Pruco Life
 holds to support the Market Value Adjustment Option. Nonetheless, the market
 value adjustment formula reflects the effect that prevailing interest rates
 have on those bonds and other instruments. If you need to withdraw your money
 prior to the end of a guarantee period and during a period in which prevailing
 interest rates have risen above their level when you made your purchase, you
 will experience a "negative" market value adjustment. When we impose this
 market value adjustment, it could result in the loss of both the interest you
 have earned and a portion of your purchase payments. Thus, before you commit
 to a particular guarantee period, you should consider carefully whether you
 have the ability to remain invested throughout the guarantee period. In
 addition, we cannot, of course, assure you that the market value adjustment
 option will perform better than another investment that you might have made.

 RISKS RELATED TO THE WITHDRAWAL CHARGE. We may impose withdrawal charges on
 amounts withdrawn from the market value adjustment option. If you anticipate
 needing to withdraw your money prior to the end of a guarantee period, you
 should be prepared to pay the withdrawal charge that we will impose.

                                      15



 SUMMARY OF CONTRACT EXPENSES

 THE PURPOSE OF THIS SUMMARY IS TO HELP YOU TO UNDERSTAND THE COSTS YOU WILL
 PAY FOR STRATEGIC PARTNERS PLUS 3. THE FOLLOWING TABLES DESCRIBE THE FEES AND
 EXPENSES THAT YOU WILL PAY WHEN BUYING, OWNING, AND SURRENDERING THE CONTRACT.
 THE FIRST TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU WILL PAY AT THE TIME
 THAT YOU BUY THE CONTRACT, SURRENDER THE CONTRACT, OR TRANSFER CASH VALUE
 BETWEEN INVESTMENT OPTIONS.

 For more detailed information, including additional information about current
 and maximum charges, see Section 8, "What Are The Expenses Associated With The
 Strategic Partners Plus 3 Contract?" The individual fund prospectuses contain
 detailed expense information about the underlying mutual funds.



- -----------------------------------------------------------------------------------------------------------------------
                                        CONTRACT OWNER TRANSACTION EXPENSES
- -----------------------------------------------------------------------------------------------------------------------
                                               WITHDRAWAL CHARGE /1/
- -----------------------------------------------------------------------------------------------------------------------
         NUMBER OF CONTRACT                           CONTRACT                                CONTRACT
         ANNIVERSARIES SINCE                            WITH                                   WITHOUT
          PURCHASE PAYMENT                             CREDIT                                  CREDIT
- -----------------------------------------------------------------------------------------------------------------------
                                                                          
                  0                                      8%                                      7%
- -----------------------------------------------------------------------------------------------------------------------
                  1                                      8%                                      6%
- -----------------------------------------------------------------------------------------------------------------------
                  2                                      8%                                      5%
- -----------------------------------------------------------------------------------------------------------------------
                  3                                      8%                                      4%
- -----------------------------------------------------------------------------------------------------------------------
                  4                                      7%                                      3%
- -----------------------------------------------------------------------------------------------------------------------
                  5                                      6%                                      2%
- -----------------------------------------------------------------------------------------------------------------------
                  6                                      5%                                      1%
- -----------------------------------------------------------------------------------------------------------------------
                  7                                      0%                                      0%
- -----------------------------------------------------------------------------------------------------------------------




 -----------------------------------------------------------------------------
                             MAXIMUM TRANSFER FEE
 -----------------------------------------------------------------------------
                                     
 Each transfer after 12 /2/                            $30.00
 -----------------------------------------------------------------------------
 Each transfer after 20                                $10.00
 (Beneficiary Continuation option ONLY)
 -----------------------------------------------------------------------------
     CHARGE FOR PREMIUM TAX IMPOSED ON US BY CERTAIN STATES/JURISDICTIONS
 -----------------------------------------------------------------------------
                         Up to 3.5% of Contract Value
 -----------------------------------------------------------------------------


 1  Each contract year, you may withdraw a specified amount of your Contract
    Value without incurring a withdrawal charge. We will waive the withdrawal
    charge if we pay a death benefit or under certain other circumstances. See
    "Withdrawal Charge" in Section 8. In certain states reduced withdrawal
    charges may apply under the Contract with Credit. Your contract contains
    the applicable charges.
 2  Currently, we charge $25 for each transfer after the twelfth in a contract
    year. As shown in the table, we can increase that charge up to a maximum of
    $30, but have no current intention to do so. We will not charge you for
    transfers made in connection with Dollar Cost Averaging and
    Auto-Rebalancing or transfers from the market value adjustment option at
    the end of a guarantee period, and do not count them toward the limit of 12
    free transfers per year.

                                      16



 The next table describes the fees and expenses you will pay periodically
 during the time that you own the contract, not including underlying mutual
 fund fees and expenses.




 -----------------------------------------------------------------------------
                          PERIODIC ACCOUNT EXPENSES
 -----------------------------------------------------------------------------
                                     
 Maximum Contract Maintenance Charge                   $60.00
 and Contract Charge Upon Full
 Withdrawal /3/
 -----------------------------------------------------------------------------
 Maximum Annual Contract Fee if         lesser of $30 or 2% of Contract Value
 Contract Value is less than $25,000
 (Beneficiary Continuation option ONLY)
 -----------------------------------------------------------------------------
      INSURANCE AND ADMINISTRATIVE EXPENSES WITH THE INDICATED BENEFITS
       As a Percentage of Contract Value in Variable Investment Options
                            (except as indicated):
 -----------------------------------------------------------------------------
 -----------------------------------------------------------------------------





            --------------------------------------------------------
                                                   CONTRACT CONTRACT
                                                     WITH   WITHOUT
                                                    CREDIT   CREDIT
            --------------------------------------------------------
                                                      
            Maximum Charge for Lifetime Five/ 4/    1.50%    1.50%
            --------------------------------------------------------
            Maximum Charge for Spousal Lifetime     1.50%    1.50%
            Five/ 4/
            --------------------------------------------------------
            Maximum Charge for Highest Daily        1.50%    1.50%
            Lifetime Five/ 4/
            --------------------------------------------------------
            Lifetime Five Income Benefit            0.60%    0.60%
            (current charge)
            --------------------------------------------------------
            Spousal Lifetime Five Income Benefit    0.75%    0.75%
            (current charge)
            --------------------------------------------------------
            Highest Daily Lifetime Five Income      0.60%    0.60%
            Benefit
            (current charge)
            --------------------------------------------------------
            Base Death Benefit                      1.50%    1.40%
            --------------------------------------------------------
            Guaranteed Minimum Death Benefit        1.75%    1.65%
            Option - Roll-Up or Step-Up
            --------------------------------------------------------
            Guaranteed Minimum Death Benefit        1.85%    1.75%
            Option - Greater of Roll-Up or Step-Up
            --------------------------------------------------------
            Highest Daily Value Death Benefit       2.00%    1.90%
            --------------------------------------------------------
            Maximum Annual Guaranteed Minimum       1.00%    1.00%
            Income Benefit Charge and Charge Upon
            Certain Withdrawals as a percentage
            of average GMIB Protected Value /5/
            --------------------------------------------------------
            Annual Guaranteed Minimum Income        0.50%    0.50%
            Benefit Charge and Charge Upon
            Certain Withdrawals
            (for contracts sold on or after
            January 20, 2004 or upon subsequent
            state approval) - as a percentage of
            average GMIB Protected Value (current
            charge)
            --------------------------------------------------------
            Annual Income Appreciator Benefit       0.25%    0.25%
            Charge and Charge Upon Certain
            Withdrawals as a Percentage of
            Contract Value /6/
            --------------------------------------------------------
            Annual Earnings Appreciator Benefit     0.30%    0.30%
            Charge and Charge Upon Certain
            Transactions as a Percentage of
            Contract Value /7/
            --------------------------------------------------------
            Settlement Service Charge               1.00%    1.00%
            (if the Owner's beneficiary elects
            the Beneficiary Continuation Option)
            /8/
            --------------------------------------------------------




 3  Currently, we waive this fee if your Contract Value is greater than or
    equal to $75,000 (waived if Contract Value is greater than or equal to
    $25,000 for Beneficiary Continuation Option). If your Contract Value is
    less than $75,000, we currently charge the lesser of $35 or 2% of your
    Contract Value. This is a single fee that we assess (a) annually or
    (b) upon full withdrawal made on a date other than a contract anniversary.
    As shown in the table, we can increase this fee in the future up to a
    maximum of $60, but we have no current intention to do so. This charge may
    be lower in certain states.
 4  We have the right to increase the charge for each of these benefits up to
    the 1.50% maximum upon a step-up, or for a new election of each such
    benefit. However, we have no present intention of increasing the charges
    for those benefits to that maximum level.

 5  We impose this charge only if you choose the Guaranteed Minimum Income
    Benefit. This charge is equal to 0.50% for contracts sold on or after
    January 20, 2004, or upon subsequent state approval (0.45% for all other
    contracts) of the average GMIB protected value, which is calculated daily
    and generally is equal to the GMIB roll-up value. In some states this
    charge is 0.30%, see your contract for details. Subject to certain age or
    duration restrictions, the roll-up value is the total of all invested
    purchase payments (after a reset, the Contract Value at the time of the
    reset) compounded daily at an effective annual rate of 5%, subject to a cap
    of 200% of all invested purchase payments. Withdrawals reduce both the
    roll-up value and the 200% cap. The reduction is equal to the amount of the
    withdrawal for the first 5% of the roll-up value, calculated as of the
    latest contract anniversary (or contract date). The amount of the
    withdrawal in excess of 5% of the roll-up value further reduces the roll-up
    value and 200% cap proportionally to the additional reduction in Contract
    Value after the first 5% withdrawal occurs. We assess this fee each
    contract anniversary and when you begin the income phase of your contract.
    We also assess this fee if you make a full withdrawal, but prorate the fee
    based on the portion of the contract year that has elapsed since the full
    annual fee was most recently deducted. If you make a partial withdrawal, we
    will assess the prorated fee if the remaining Contract Value after the

                                      17



 SUMMARY OF CONTRACT EXPENSES continued

    withdrawal would be less than the amount of the prorated fee; otherwise we
    will not assess the fee at that time. We reserve the right to increase this
    charge up to the maximum indicated upon any reset of the benefit or new
    election.
 6  We impose this charge only if you choose the Income Appreciator Benefit.
    The charge for this benefit is based on an annual rate of 0.25% of your
    Contract Value. The Income Appreciator Benefit charge is calculated: on
    each contract anniversary, on the annuity date, upon the death of the sole
    owner or first to die of the owner or joint owner prior to the annuity
    date, upon a full or partial withdrawal, and upon a subsequent purchase
    payment. The fee is based on the Contract Value at the time of the
    calculation, and is prorated based on the portion of the contract year
    since the date that the charge was last deducted. Although it may be
    calculated more often, it is deducted only: on each contract anniversary,
    on the annuity date, upon the death of the sole owner or first to die of
    the owner or joint owner prior to the annuity date, upon a full withdrawal,
    and upon a partial withdrawal if the Contract Value remaining after such
    partial withdrawal is not enough to cover the then-applicable charge. With
    respect to full and partial withdrawals, we prorate the fee based on the
    portion of the contract year that has elapsed since the full annual fee was
    most recently deducted. We reserve the right to calculate and deduct the
    fee more frequently than annually, such as quarterly.
 7  We impose this charge only if you choose the Earnings Appreciator Benefit.
    The charge for this benefit is based on an annual rate of 0.30% of your
    Contract Value. Although the charge may be calculated more often, it is
    deducted only: on each contract anniversary, on the annuity date, upon the
    death of the sole owner or first to die of the owner or joint owner prior
    to the annuity date, upon a full withdrawal, and upon a partial withdrawal
    if the Contract Value remaining after such partial withdrawal is not enough
    to cover the then-applicable earnings appreciator charge. We reserve the
    right to calculate and deduct the fee more frequently than annually, such
    as quarterly.
 8  The other Insurance and Administrative Expense Charges do not apply if you
    are a beneficiary under the Beneficiary Continuation Option. Instead, the
    Settlement Service Charge set forth here applies, if your beneficiary
    elects the Beneficiary Continuation Option. The 1.00% charge is an annual
    charge that is assessed daily against the assets in the variable investment
    options.

 Total Annual Mutual Fund Operating Expenses
 The next item shows the minimum and maximum total operating expenses (expenses
 that are deducted from underlying mutual fund assets, including management
 fees, distribution and/or service (12b-1) fees, and other expenses) charged by
 the underlying mutual funds that you may pay periodically during the time that
 you own the contract. More detail concerning each underlying mutual fund's
 fees and expenses is contained below and in the prospectus for each underlying
 mutual fund. The minimum and maximum total operating expenses depicted below
 are based on historical fund expenses for the year ended December 31, 2006.
 Fund expenses are not fixed or guaranteed by the Strategic Partners Plus 3
 contract, and may vary from year to year.



- --------------------------------------------------------------------------------------------------------------------
                                                      MAXIMUM                                MINIMUM
- --------------------------------------------------------------------------------------------------------------------
                                                                        
Total Annual Underlying Mutual Fund                    0.37%                                  1.19%
  Operating Expenses*
- --------------------------------------------------------------------------------------------------------------------


 *  See "Summary of Contract Expenses" - Underlying Mutual Fund Portfolio
    Annual Expenses for more detail on the expenses of the underlying mutual
    funds.






- ------------------------------------------------------------------------------------------------------------------
                                UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                    (as a percentage of the average net assets of the underlying Portfolios)
- ------------------------------------------------------------------------------------------------------------------
                                                               For the year ended December 31, 2006
             UNDERLYING PORTFOLIOS               -----------------------------------------------------------------
                                                 Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                Expenses /3/           Portfolio Fees  Portfolio
                                                                                       & Expenses /1/  Operating
                                                                                                      Expenses /2/
- -                                                -----------------------------------------------------------------
                                                                                       
Prudential Series Fund
 Equity Portfolio                                    0.45%         0.02%       0.00%       0.00%         0.47%
 Global Portfolio                                    0.75%         0.09%       0.00%       0.00%         0.84%
 Jennison Portfolio                                  0.60%         0.03%       0.00%       0.00%         0.63%
 Money Market Portfolio                              0.40%         0.03%       0.00%       0.00%         0.43%
 Stock Index Portfolio /4/                           0.35%         0.02%       0.00%       0.00%         0.37%
 Value Portfolio                                     0.40%         0.03%       0.00%       0.00%         0.43%
 SP Aggressive Growth Asset Allocation Portfolio     0.05%         0.07%       0.00%       0.86%         0.98%
 SP Balanced Asset Allocation Portfolio              0.05%         0.01%       0.00%       0.77%         0.83%
 SP Conservative Asset Allocation Portfolio          0.05%         0.02%       0.00%       0.72%         0.79%
 SP Growth Asset Allocation Portfolio                0.05%         0.01%       0.00%       0.81%         0.87%
 SP AIM Core Equity Portfolio                        0.85%         0.44%       0.00%       0.00%         1.29%
 SP Davis Value Portfolio                            0.75%         0.06%       0.00%       0.00%         0.81%
 SP International Growth Portfolio /5/               0.85%         0.12%       0.00%       0.00%         0.97%
 SP International Value Portfolio /6/                0.90%         0.09%       0.00%       0.00%         0.99%
 SP Mid Cap Growth Portfolio                         0.80%         0.11%       0.00%       0.00%         0.91%
 SP PIMCO High Yield Portfolio                       0.60%         0.10%       0.00%       0.00%         0.70%
 SP PIMCO Total Return Portfolio                     0.60%         0.06%       0.00%       0.00%         0.66%



                                      18






- ---------------------------------------------------------------------------------------------------------------------------
                                     UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                         (as a percentage of the average net assets of the underlying Portfolios)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2006
                  UNDERLYING PORTFOLIOS                   -----------------------------------------------------------------
                                                          Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                         Expenses /3/           Portfolio Fees  Portfolio
                                                                                                & Expenses /1/  Operating
                                                                                                               Expenses /2/
- -                                                         -----------------------------------------------------------------
                                                                                                
 SP Prudential U.S. Emerging Growth Portfolio                 0.60%         0.07%       0.00%       0.00%         0.67%
 SP Small Cap Growth Portfolio                                0.95%         0.19%       0.00%       0.00%         1.14%
 SP Small Cap Value Portfolio                                 0.90%         0.06%       0.00%       0.00%         0.96%
 SP Strategic Partners Focused Growth Portfolio               0.90%         0.26%       0.00%       0.00%         1.16%
 SP T. Rowe Price Large Cap Growth Portfolio                  0.90%         0.29%       0.00%       0.00%         1.19%
Advanced Series Trust /7,8/
 AST JPMorgan International Equity Portfolio                  0.87%         0.16%       0.00%       0.00%         1.03%
 AST MFS Global Equity Portfolio                              1.00%         0.25%       0.00%       0.00%         1.25%
 AST Small-Cap Value Portfolio                                0.90%         0.18%       0.00%       0.00%         1.08%
 AST Neuberger Berman Small-Cap Growth Portfolio /9/          0.95%         0.16%       0.00%       0.00%         1.11%
 AST Federated Aggressive Growth Portfolio                    0.95%         0.14%       0.00%       0.00%         1.09%
 AST DeAM Small-Cap Value Portfolio                           0.95%         0.23%       0.00%       0.00%         1.18%
 AST Goldman Sachs Mid-Cap Growth Portfolio                   1.00%         0.15%       0.00%       0.00%         1.15%
 AST Neuberger Berman Mid-Cap Growth Portfolio                0.90%         0.14%       0.00%       0.00%         1.04%
 AST Neuberger Berman Mid-Cap Value Portfolio                 0.89%         0.11%       0.00%       0.00%         1.00%
 AST Mid-Cap Value Portfolio                                  0.95%         0.21%       0.00%       0.00%         1.16%
 AST MFS Growth Portfolio                                     0.90%         0.13%       0.00%       0.00%         1.03%
 AST Marsico Capital Growth Portfolio                         0.90%         0.11%       0.00%       0.00%         1.01%
 AST Goldman Sachs Concentrated Growth Portfolio              0.90%         0.13%       0.00%       0.00%         1.03%
 AST DeAM Large-Cap Value Portfolio                           0.85%         0.15%       0.00%       0.00%         1.00%
 AST Large-Cap Value Portfolio                                0.75%         0.11%       0.00%       0.00%         0.86%
 AST AllianceBernstein Core Value Portfolio                   0.75%         0.14%       0.00%       0.00%         0.89%
 AST AllianceBernstein Managed Index 500 Portfolio            0.60%         0.14%       0.00%       0.00%         0.74%
 AST American Century Income & Growth Portfolio               0.75%         0.15%       0.00%       0.00%         0.90%
 AST AllianceBernstein Growth & Income Portfolio              0.75%         0.11%       0.00%       0.00%         0.86%
 AST Cohen & Steers Realty Portfolio                          1.00%         0.13%       0.00%       0.00%         1.13%
 AST T. Rowe Price Natural Resources Portfolio                0.90%         0.13%       0.00%       0.00%         1.03%
 AST American Century Strategic Allocation Portfolio /10/     0.85%         0.21%       0.00%       0.00%         1.06%
 AST Advanced Strategies Portfolio                            0.85%         0.24%       0.00%       0.00%         1.09%
 AST T. Rowe Price Asset Allocation Portfolio                 0.85%         0.14%       0.00%       0.00%         0.99%
 AST UBS Dynamic Alpha Portfolio /11/                         1.00%         0.21%       0.00%       0.00%         1.21%
 AST First Trust Balanced Target Portfolio                    0.85%         0.21%       0.00%       0.00%         1.06%
 AST First Trust Capital Appreciation Target Portfolio        0.85%         0.19%       0.00%       0.00%         1.04%
 AST Aggressive Asset Allocation Portfolio                    0.15%         0.05%       0.00%       0.99%         1.19%
 AST Capital Growth Asset Allocation Portfolio                0.15%         0.02%       0.00%       0.95%         1.12%
 AST Balanced Asset Allocation Portfolio                      0.15%         0.02%       0.00%       0.90%         1.07%
 AST Conservative Asset Allocation Portfolio                  0.15%         0.04%       0.00%       0.89%         1.08%
 AST Preservation Asset Allocation Portfolio                  0.15%         0.08%       0.00%       0.82%         1.05%
 AST T. Rowe Price Global Bond Portfolio                      0.80%         0.16%       0.00%       0.00%         0.96%
 AST High Yield Portfolio /12/                                0.75%         0.15%       0.00%       0.00%         0.90%
 AST Lord Abbett Bond-Debenture Portfolio                     0.80%         0.14%       0.00%       0.00%         0.94%
 AST PIMCO Limited Maturity Bond Portfolio                    0.65%         0.12%       0.00%       0.00%         0.77%
Evergreen Variable Annuity Trust
 Evergreen VA Balanced Fund                                   0.29%         0.21%       0.00%       0.02%         0.52%
 Evergreen VA Fundamental Large Cap Fund                      0.57%         0.17%       0.00%       0.01%         0.75%
 Evergreen VA Special Values Fund                             0.78%         0.17%       0.00%       0.02%         0.97%
 Evergreen VA Growth Fund                                     0.40%         0.28%       0.00%       0.00%         0.68%
 Evergreen VA International Equity Fund                       0.40%         0.28%       0.00%       0.00%         0.68%
 Evergreen VA Omega Fund                                      0.52%         0.18%       0.00%       0.01%         0.71%



                                      19



 SUMMARY OF CONTRACT EXPENSES continued




- -------------------------------------------------------------------------------------------------------------
                              UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                  (as a percentage of the average net assets of the underlying Portfolios)
- -------------------------------------------------------------------------------------------------------------
                                                          For the year ended December 31, 2006
           UNDERLYING PORTFOLIOS            -----------------------------------------------------------------
                                            Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                           Expenses /3/           Portfolio Fees  Portfolio
                                                                                  & Expenses /1/  Operating
                                                                                                 Expenses /2/
- -                                           -----------------------------------------------------------------
                                                                                  
Gartmore Variable Insurance Trust
 GVIT Developing Markets /13/                   1.05%         0.35%       0.25%       0.00%         1.65%
Janus Aspen Series
 Large Cap Growth Portfolio--Service Shares     0.64%         0.05%       0.25%       0.00%         0.94%






 1. Each Asset Allocation Portfolio invests in shares of other Portfolios of
    the Fund and the Advanced Series Trust (the Acquired Portfolios). In
    addition, each Portfolio may invest otherwise uninvested cash in the Dryden
    Core Investment Fund (Money Market and/or Short-Term Bond Series).

    Investors in an Asset Allocation Portfolio or other Portfolio indirectly
    bear the fees and expenses of the Acquired Portfolios and/or Dryden Core
    Investment Fund. The expenses shown in the column "Acquired Portfolio Fees
    and Expenses" represent a weighted average of the expense ratios of the
    Acquired Portfolios and/or Dryden Core Investment Fund, in which the Asset
    Allocation Portfolios or other Portfolios invested during the year ended
    December 31, 2006. The Asset Allocation Portfolios do not pay any
    transaction fees when they purchase and redeem shares of the Acquired
    Portfolios.

    Where "Acquired Portfolio Fees and Expenses" are less than 0.01%, such
    expenses are included in the column titled "Other Expenses." This may cause
    the Total Annual Portfolio Operating Expenses to differ from those set
    forth in the Financial Highlights tables of the respective Portfolios.

    Effective March 1, 2007, each of the Asset Allocation Portfolios became
    responsible for the payment of its own "Other Expenses," including, without
    limitation, custodian fees, legal fees, trustee fees and audit fees, in
    accordance with the terms of the management agreement. Prior to that time,
    Prudential Investments LLC or an affiliate paid the "other expenses" of the
    Asset Allocation Portfolios. The table reflects an annualized estimate of
    the "Other Expenses" of the Asset Allocation Portfolios for the year ended
    December 31, 2006 had the current arrangement been in place during that
    year.
 2. Prudential Investments LLC has voluntarily agreed to waive a portion of its
    management fee and/or limit total expenses (expressed as an annual
    percentage of average daily net assets) for certain Portfolios of the Fund.
    These arrangements, which are set forth as follows, may be discontinued or
    otherwise modified at any time. Equity Portfolio: 0.75%; Jennison
    Portfolio: 0.75%; Money Market Portfolio: 0.75%; Stock Index Portfolio:
    0.75%; Value Portfolio: 0.75%; SP AIM Core Equity Portfolio: 1.00%; SP
    International Value Portfolio: 1.00%; SP International Growth Portfolio:
    1.24%; SP Mid Cap Growth Portfolio: 1.00%; SP PIMCO High Yield Portfolio:
    0.82%; SP PIMCO Total Return Portfolio: 0.76%; SP Small Cap Growth
    Portfolio: 1.15%; SP Small Cap Value Portfolio: 1.05%; SP T. Rowe Price
    Large Cap Growth Portfolio: 1.06%.
 3. As noted above, shares of the Portfolios generally are purchased through
    variable insurance products. Many of the Portfolios and/or their investment
    advisers and/or distributors have entered into arrangements with us as the
    issuer of each Annuity under which they compensate us for providing ongoing
    services in lieu of the Trust providing such services. Amounts paid by a
    Portfolio under those arrangements are included under "Other Expenses." For
    more information see the prospectus for each underlying portfolio and
    Variable Investment Options in this section.
 4. The Portfolio's contractual management fee rate is as follows: 0.35% for
    average net assets up to $4 billion, and 0.30% for average net assets in
    excess of $4 billion.
 5. Effective November 13, 2006, Marsico Capital Management, LLC was added as a
    Sub-advisor to the Portfolio. Prior to November 13, 2006, William Blair &
    Company, LLC served as the sole Sub-advisor of the Portfolio, then named
    the "SP William Blair International Growth Portfolio."
 6. Effective November 13, 2006, Thornburg Investment Management, Inc. was
    added as a Sub-advisor to the Portfolio. Prior to November 13, 2006, LSV
    Asset Management served as the sole Sub-advisor of the Portfolio, then
    named the "SP LSV International Value Portfolio."
 7. The AST Aggressive Asset Allocation, the AST Balanced Asset Allocation, the
    AST Capital Growth Asset Allocation, the AST Conservative Asset Allocation
    and the AST Preservation Asset Allocation Portfolios (the "Dynamic Asset
    Allocation Portfolios") each invest in other investment companies (the
    Acquired Portfolios). For example, each Dynamic Asset Allocation Portfolio
    invests in shares of other Portfolios of the Advanced Series Trust, and
    some Portfolios invest in other funds, including the Dryden Core Investment
    Fund. Investors in a Portfolio indirectly bear the fees and expenses of the
    Acquired Portfolios. The expenses shown in the column "Acquired Portfolio
    Fees and Expenses" represent a weighted average of the expense ratios of
    the Acquired Portfolios in which each Dynamic Asset Allocation Portfolio
    invested during the year ended December 31, 2006. The Dynamic Asset
    Allocation Portfolios do not pay any transaction fees when they purchase or
    redeem shares of the Acquired Portfolios. Where "Acquired Portfolio Fees
    and Expenses" are less than 0.01%, such expenses are included in the column
    titled "Other Expenses." This may cause the Total Annual Portfolio
    Operating Expenses to differ from those set forth in the Financial
    Highlights tables in the prospectus for the Portfolios.
 8. The total actual operating expenses for certain of the Portfolios listed
    above for the year ended December 31, 2006 were less than the amounts shown
    in the table above, due to fee waivers, reimbursement of expenses, and
    expense offset arrangements ("Arrangements"). These Arrangements are
    voluntary and may be terminated at any time. In addition, the Arrangements
    may be modified periodically. For more information regarding the
    Arrangements, please see the Prospectus and Statement of Additional
    Information for the Portfolios.
 9. Effective May 1, 2007, Neuberger Berman Management, Inc. became Sub-advisor
    to the Portfolio. Prior to May 1, 2007, Deutsche Asset Management, Inc.
    served as Sub-advisor of the Portfolio, then named the "AST DeAM Small-Cap
    Growth Portfolio."
 10.Prior to May 1, 2007 the Portfolio was named the "AST American Century
    Strategic Balanced Portfolio."
 11.Prior to May 1, 2007 the Portfolio was named the "AST Global Allocation
    Portfolio." Expenses shown are the annualized estimated operating expense
    for AST UBS Dynamic Alpha Portfolio effective May 1, 2007. Operating
    expenses for the AST Global Allocation Portfolio based upon the year ended
    December 31, 2006 would be as follows: Shareholder Fees (fees paid directly
    from your investment) - None; Management Fees - .10%; Distribution (12b-1)
    Fees - None; Other Expenses - .09%; Acquired Portfolio Fees & Expenses -
    .88%; Total Annual Portfolio Operating Expenses - 1.07%.
 12.Effective June 16, 2006, Goldman Sachs Asset Management L.P. no longer
    serves as a Co-Sub-advisor to the Portfolio.
 13.Effective January 1, 2006, the management fee was lowered by 0.10% to the
    base fee described above. Beginning January 1, 2007, the management fee may
    be adjusted, on a quarterly basis, upward or downward depending on the
    Fund's performance relative to its benchmark, the MSCI Emerging Markets
    Free Index. As a result, beginning January 1, 2007, if the management fee
    were calculated taking into account the current base fee (as stated in the
    table above) and the maximum performance fee adjustment of 0.10% (+/-), the
    management fee could range from 0.95% at its lowest to 1.15% at its highest.


                                      20



 EXPENSE EXAMPLES
 THESE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN THE
 CONTRACT WITH THE COST OF INVESTING IN OTHER VARIABLE ANNUITY CONTRACTS. THESE
 COSTS INCLUDE CONTRACT OWNER TRANSACTION EXPENSES, CONTRACT FEES, SEPARATE
 ACCOUNT ANNUAL EXPENSES, AND UNDERLYING MUTUAL FUND FEES AND EXPENSES.

 THE EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE CONTRACT FOR THE TIME
 PERIODS INDICATED. THE EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5%
 RETURN EACH YEAR AND ASSUME THE MAXIMUM FEES AND EXPENSES OF ANY OF THE MUTUAL
 FUNDS, WHICH DO NOT REFLECT ANY EXPENSE REIMBURSEMENTS OR WAIVERS. ALTHOUGH
 YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS, YOUR
 COSTS WOULD BE AS INDICATED IN THE TABLES THAT FOLLOW.

 Example 1a: Contract With Credit: Highest Daily Value Death Benefit;
 Guaranteed Minimum Income Benefit; Earnings Appreciator Benefit, Income
 Appreciator Benefit, and You Withdraw All Your Assets



 This example assumes that:
..   You invest $10,000 in the Contract With Credit;
..   You choose the Highest Daily Value Death Benefit;
..   You choose the Guaranteed Minimum Income Benefit (for contracts sold on or
    after January 20, 2004, or upon subsequent state approval);
..   You choose the Earnings Appreciator Benefit;
..   You choose the Income Appreciator Benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses*;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;
..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and
..   You withdraw all your assets at the end of the indicated period.

 *  Note: Not all portfolios offered are available if you elect certain
    optional benefits.


 Example 1b: Contract With Credit: Highest Daily Value Death Benefit,
 Guaranteed Minimum Income Benefit, Earnings Appreciator Benefit, Income
 Appreciator Benefit, and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 2a: Contract Without Credit: Highest Daily Value Death Benefit,
 Guaranteed Minimum Income Benefit, Earnings Appreciator Benefit, Income
 Appreciator Benefit, and You Withdraw All Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you invest in the Contract Without Credit.

 Example 2b: Contract Without Credit: Highest Daily Value Death Benefit,
 Guaranteed Minimum Income Benefit, Earnings Appreciator Benefit, Income
 Appreciator Benefit and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.


 Example 3a: Contract With Credit: Base Death Benefit, and You Withdraw All
 Your Assets

 This example assumes that:
..   You invest $10,000 in the Contract With Credit;
..   You do not choose any optional insurance benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses*;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;
..   For each separate account charge, we deduct the current charge rather than
    any maximum charge; and
..   You withdraw all your assets at the end of the indicated period.

 *  Note: Not all portfolios offered are available if you elect certain
    optional benefits.

                                      21



 EXPENSE EXAMPLES continued


 Example 3b: Contract With Credit: Base Death Benefit, and You Do Not Withdraw
 Your Assets

 This example makes exactly the same assumptions as Example 3a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 4a: Contract Without Credit: Base Death Benefit, and You Withdraw All
 Your Assets

 This example makes exactly the same assumptions as Example 3a except that it
 assumes that you invest in the Contract Without Credit.

 Example 4b: Contract Without Credit: Base Death Benefit, and You Do Not
 Withdraw Your Assets

 This example makes exactly the same assumptions as Example 4a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Notes For Expense Examples:

 THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
 EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

 Note that withdrawal charges (which are reflected in Examples 1a, 2a, 3a and
 4a) are assessed in connection with some annuity options, but not others.

 The values shown in the 10 year column are the same for Example 4a and 4b, the
 same for Example 3a and 3b, the same for Example 2a and 2b, and the same for
 Example 1a and 1b. This is because if 10 years have elapsed since your last
 purchase payment, we would no longer deduct withdrawal charges when you make a
 withdrawal. The indicated examples reflect the maximum withdrawal charges, but
 in certain states reduced withdrawal charges may apply for certain ages.


 The examples use an average contract maintenance charge, which we calculated
 based on our general estimate of the total contract fees we expect to collect
 in 2007. Your actual fees will vary based on the amount of your contract and
 your specific allocation among the investment options.


 Premium taxes are not reflected in the examples. We deduct a charge to
 approximate premium taxes that may be imposed on us in your state. This charge
 is generally deducted from the amount applied to an annuity payout option.

 A table of accumulation unit values appears in Appendix A to this prospectus.

 Contract With Credit: Highest Daily Value Death Benefit; Guaranteed Minimum
 Income Benefit; Earnings Appreciator Benefit; Income Appreciator Benefit




             Example 1a: If You Withdraw Your Assets Example 1b: If You Do Not Withdraw Your Assets
             --------------------------------------------------------------------------------------
              1 yr     3 yrs     5 yrs     10 yrs    1 yr       3 yrs       5 yrs       10 yrs
             --------------------------------------------------------------------------------------
                                                                   
             $1,277    $2,326    $3,281    $5,239    $525       $1,574      $2,623      $5,239
             --------------------------------------------------------------------------------------



 Contract Without Credit: Highest Daily Value Death Benefit; Guaranteed Minimum
 Income Benefit; Earnings Appreciator Benefit; Income Appreciator Benefit




             Example 2a: If You Withdraw Your Assets Example 2b: If You Do Not Withdraw Your Assets
             --------------------------------------------------------------------------------------
              1 yr     3 yrs     5 yrs     10 yrs    1 yr       3 yrs       5 yrs       10 yrs
             --------------------------------------------------------------------------------------
                                                                   
             $1,125    $1,936    $2,748    $4,962    $495       $1,486      $2,478      $4,962
             --------------------------------------------------------------------------------------



                                      22



 Contract With Credit: Base Death Benefit




             Example 3a: If You Withdraw Your Assets Example 3b: If You Do Not Withdraw Your Assets
             --------------------------------------------------------------------------------------
              1 yr     3 yrs     5 yrs     10 yrs    1 yr       3 yrs       5 yrs       10 yrs
             --------------------------------------------------------------------------------------
                                                                   
             $1,119    $1,869    $2,547    $3,925    $367       $1,117      $1,889      $3,925
             --------------------------------------------------------------------------------------



 Contract Without Credit: Base Death Benefit




              Example 4a: If You Withdraw Your Assets Example 4b: If You Do Not Withdraw Your Assets
              --------------------------------------------------------------------------------------
              1 yr     3 yrs      5 yrs     10 yrs    1 yr       3 yrs       5 yrs       10 yrs
              --------------------------------------------------------------------------------------
                                                                    
              $973     $1,495     $2,039    $3,685    $343       $1,045      $1,769      $3,685
              --------------------------------------------------------------------------------------



                                      23



  PART II SECTIONS 1-11
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS PLUS 3 PROSPECTUS

                                      24



 1: WHAT IS THE STRATEGIC PARTNERS PLUS 3 VARIABLE ANNUITY?

 THE STRATEGIC PARTNERS PLUS 3 VARIABLE ANNUITY IS A CONTRACT BETWEEN YOU, THE
 OWNER, AND US, PRUCO LIFE INSURANCE COMPANY (PRUCO LIFE, WE OR US).

 Under our contract, in exchange for your payment to us, we promise to pay you
 a guaranteed income stream that can begin any time on or after the third
 contract anniversary. Your annuity is in the accumulation phase until you
 decide to begin receiving annuity payments. The date you begin receiving
 annuity payments is the annuity date. On the annuity date, your contract
 switches to the income phase.

 This annuity contract benefits from tax deferral when it is sold outside a
 tax-favored plan (generally called a non-qualified annuity). Tax deferral
 means that you are not taxed on earnings or appreciation on the assets in your
 contract until you withdraw money from your contract.

 If you purchase the annuity contract in a tax-favored plan such as an IRA,
 that plan generally provides tax deferral even without investing in an annuity
 contract. In other words, you need not purchase this contract to gain the
 preferential tax treatment provided by your retirement plan. Therefore, before
 purchasing an annuity in a tax-favored plan, you should consider whether its
 features and benefits beyond tax deferral, including the death benefit and
 income benefits, meet your needs and goals. You should consider the relative
 features, benefits and costs of this annuity compared with any other
 investment that you may use in connection with your retirement plan or
 arrangement.

 There are two basic versions of Strategic Partners Plus 3 variable annuity.

 Contract With Credit.

..   provides for a bonus credit that we add to each purchase payment that you
    make,
..   has higher withdrawal charges and insurance and administrative costs than
    the Contract Without Credit,
..   may provide a lower interest rate for fixed interest rate options and the
    Market Value Adjustment Option than the Contract Without Credit, and
..   may provide fewer available market value adjustment guarantee periods than
    the Contract Without Credit.

 Contract Without Credit.

..   does not provide a credit,
..   has lower withdrawal charges and insurance and administrative costs than
    the Contract With Credit,
..   may provide a higher interest rate for fixed interest rate options and the
    Market Value Adjustment Option than the Contract With Credit, and
..   may provide more market value adjustment guarantee periods than the
    Contract With Credit.

 Unless we state otherwise, when we use the word contract, it applies to both
 versions.

 In replacing another annuity you may own, please consider all charges
 associated with that annuity. Credits applicable to bonus products, such as
 the Contract With Credit, should not be viewed as an offset of any surrender
 charge that applies to another annuity contract you may currently own.

 Because of the higher withdrawal charges, if you choose the Contract With
 Credit and you withdraw a purchase payment, depending upon the performance of
 the investment options you choose, you may be worse off than if you had chosen
 the Contract Without Credit. We do not recommend purchase of either version of
 Strategic Partners Plus 3 if you anticipate having to withdraw a significant
 amount of your purchase payments within a few years of making those purchase
 payments.

 Strategic Partners Plus 3 is a variable annuity contract. During the
 accumulation phase, you can allocate your assets among the variable investment
 options, guaranteed fixed interest rate options and a market value adjustment
 option. If you select variable investment options, the amount of money you are
 able to accumulate in your contract during the accumulation phase depends upon
 the investment performance of the underlying mutual fund(s) associated with
 that variable investment option.

 Because the underlying mutual funds' portfolios fluctuate in value depending
 upon market conditions, your Contract Value can either increase or decrease.
 This is important, since the amount of the annuity payments you receive during
 the income phase depends upon the value of your contract at the time you begin
 receiving payments.

 As the owner of the contract, you have all of the decision-making rights under
 the contract. You will also be the annuitant unless you designate someone
 else. The annuitant is the person whose life is used to determine how much and
 how long (if applicable) the annuity payments will continue once the annuity
 phase begins. On or after the annuity date, the annuitant may not be changed.

                                      25



 1: WHAT IS THE STRATEGIC PARTNERS PLUS 3 VARIABLE ANNUITY? continued


 The beneficiary is the person(s) or entity you designate to receive any death
 benefit. You may change the beneficiary any time prior to the annuity date by
 making a written request to us.

 SHORT TERM CANCELLATION RIGHT OR "FREE LOOK"
 If you change your mind about owning Strategic Partners Plus 3, you may cancel
 your contract within 10 days after receiving it (or whatever period is
 required by applicable law). You can request a refund by returning the
 contract either to the representative who sold it to you, or to the Prudential
 Annuity Service Center at the address shown on the first page of this
 prospectus. You will receive, depending on applicable state law:
..   Your full purchase payment, less any applicable federal and state income
    tax; or
..   The amount your contract is worth as of the day we receive your request,
    less any applicable federal and state income tax withholding. This amount
    may be more or less than your original payment. We impose neither a
    withdrawal charge nor any market value adjustment if you cancel your
    contract under this provision.

 If you have purchased the Contract With Credit, we will deduct any credit we
 had added to your Contract Value. To the extent dictated by state law, we will
 include in your refund the amount of any fees and charges that we deducted.

 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?

 THE CONTRACT GIVES YOU THE CHOICE OF ALLOCATING YOUR PURCHASE PAYMENTS TO ANY
 OF THE VARIABLE INVESTMENT OPTIONS, FIXED INTEREST RATE OPTIONS, AND A MARKET
 VALUE ADJUSTMENT OPTION.

 The variable investment options invest in underlying mutual funds managed by
 leading investment advisers. These underlying mutual funds may sell their
 shares to both variable annuity and variable life separate accounts of
 different insurance companies, which could create the kinds of risks that are
 described in more detail in the current prospectus for the underlying mutual
 fund. The current prospectuses for the underlying mutual funds also contain
 other important information about the mutual funds. When you invest in a
 variable investment option that is funded by a mutual fund, you should read
 the mutual fund prospectus and keep it for future reference. The mutual fund
 options that you select are your choice. We do not recommend or endorse any
 particular underlying mutual fund.

 VARIABLE INVESTMENT OPTIONS

 The following chart classifies each of the portfolios based on our assessment
 of their investment style (as of the date of this prospectus). The chart also
 provides a description of each portfolio's investment objective and a short,
 summary description of their key policies to assist you in determining which
 portfolios may be of interest to you. What appears in the chart below is
 merely a summary -- please consult the portfolio's prospectus for a
 comprehensive discussion of the portfolio's investment policies. There is no
 guarantee that any portfolio will meet its investment objective. The name of
 the adviser/subadviser for each portfolio appears next to the description.


 The Jennison Portfolio, Prudential Equity Portfolio, Prudential Global
 Portfolio, Prudential Money Market Portfolio, Prudential Stock Index
 Portfolio, Prudential Value Portfolio, and each "SP" Portfolio of the
 Prudential Series Fund, are managed by an indirect, wholly-owned subsidiary of
 Prudential Financial, Inc. called Prudential Investments LLC (PI) under a
 "manager-of-managers" approach.

 Under the manager-of-managers approach, PI has the ability to assign
 subadvisers to manage specific portions of a portfolio, and the portion
 managed by a subadviser may vary from 0% to 100% of the portfolio's assets.
 The subadvisers that manage some or all of a Prudential Series Fund portfolio
 are listed on the following chart.


 The portfolios of the Advanced Series Trust are co-managed by PI and AST
 Investment Services, Inc., also under a manager-of- managers approach. AST
 Investment Services, Inc. is an indirect, wholly-owned subsidiary of
 Prudential Financial, Inc. Under the agreement through which Prudential
 Financial, Inc. acquired American Skandia Life Assurance Corporation and
 certain of its affiliates in May 2003, Prudential Financial may not use the
 "American Skandia" name in any context after May 1, 2008. Therefore,
 Prudential Financial has begun a "rebranding" project that involves renaming
 certain American Skandia legal entities. As pertinent to this annuity: 1)
 American Skandia Investment Services, Inc. has been renamed AST Investment
 Services, Inc.; and 2) American Skandia Trust has been renamed Advanced Series
 Trust. These name changes will not impact the manner in which customers do
 business with Prudential.


 A fund or portfolio may have a similar name or an investment objective and
 investment policies resembling those of a mutual fund managed by the same
 investment adviser that is sold directly to the public. Despite such
 similarities, there can be no assurance that the investment performance of any
 such fund or portfolio will resemble that of the publicly available mutual
 fund.

                                      26




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
                     THE PRUDENTIAL SERIES FUND
       -----------------------------------------------------------------
        LARGE   Jennison Portfolio: seeks long-term        Jennison
         CAP    growth of capital. The Portfolio        Associates LLC
        GROWTH  invests primarily in equity
                securities of major, established
                corporations that the subadviser
                believes offer above-average growth
                prospects. The Portfolio may invest
                up to 30% of its total assets in
                foreign securities. Stocks are
                selected on a company-by-company
                basis using fundamental analysis.
                Normally 65% of the Portfolio's total
                assets are invested in common stocks
                and preferred stocks of companies
                with capitalization in excess of $1
                billion.
       -----------------------------------------------------------------
        LARGE   Equity Portfolio: seeks long-term          Jennison
         CAP    growth of capital. The Portfolio        Associates LLC;
        BLEND   invests at least 80% of its net           ClearBridge
                assets plus borrowings for investment    Advisors, LLC
                purposes in common stocks of major
                established corporations as well as
                smaller companies that the Sub
                advisers believe offer attractive
                prospects of appreciation. In the
                Jennison portion, over a full market
                cycle, the subadviser seeks to
                outperform the S&P 500 Index by
                investing in a portfolio with
                earnings growth greater than the
                index at valuations comparable to
                that of the index.
       -----------------------------------------------------------------
        INTER   Global Portfolio: seeks long-term          LSV Asset
       NATIONAL growth of capital. The Portfolio          Management/
        EQUITY  invests primarily in common stocks      Marsico Capital
                (and their equivalents) of foreign     Management, LLC/
                and U.S. companies. Each Sub-adviser     T. Rowe Price
                for the Portfolio generally will use   Associates, Inc./
                either a "growth" approach or a         William Blair &
                "value" approach in selecting either     Company, LLC
                foreign or U.S. common stocks.
       -----------------------------------------------------------------
        FIXED   Money Market Portfolio: seeks maximum     Prudential
        INCOME  current income consistent with the        Investment
                stability of capital and the           Management, Inc.
                maintenance of liquidity. The
                Portfolio invests in high-quality
                short-term money market instruments
                issued by the U.S. Government or its
                agencies, as well as by corporations
                and banks, both domestic and foreign.
                The Portfolio will invest only in
                instruments that mature in thirteen
                months or less, and which are
                denominated in U.S. dollars.
       -----------------------------------------------------------------
        LARGE   Value Portfolio: seeks long-term           Jennison
         CAP    growth of capital through               Associates LLC
        VALUE   appreciation and income. The
                Portfolio invests primarily in common
                stocks that the subadviser believes
                are undervalued - those stocks that
                are trading below their underlying
                asset value, cash generating ability
                and overall earnings and earnings
                growth. There is a risk that "value"
                stocks can perform differently from
                the market as a whole and other types
                of stocks and can continue to be
                undervalued by the markets for long
                periods of time. Normally at least
                65% of the Portfolio's total assets
                is invested in the common stock and
                convertible securities of companies
                that the subadviser believes will
                provide investment returns above
                those of the Russell 1000(R) Value
                Index. Most of the investments will
                be securities of large capitalization
                companies. The Portfolio may invest
                up to 25% of its total assets in real
                estate investment trusts (REITs) and
                up to 30% of its total assets in
                foreign securities.
       -----------------------------------------------------------------
        ASSET   SP Aggressive Growth Asset Allocation     Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       -----------------------------------------------------------------
        ASSET   SP Balanced Asset Allocation              Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). The Portfolio
                will invest in equity and
                fixed-income Underlying Portfolios.
       -----------------------------------------------------------------




                                      27



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued





       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        ASSET   SP Conservative Asset Allocation           Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on fixed-income
                Underlying Portfolios but will also
                invest in equity Underlying
                Portfolios.
       ------------------------------------------------------------------
        ASSET   SP Growth Asset Allocation Portfolio:      Prudential
       ALLOCA-  seeks to obtain the highest potential   Investments LLC
        TION/   total return consistent with the
       BALANCED specified level of risk tolerance.
                The Portfolio may invest in any other
                Portfolio of the Fund (other than
                another SP Asset Allocation
                Portfolio), and the AST Marsico
                Capital Growth Portfolio of Advanced
                Series Trust (AST) (the Underlying
                Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       ------------------------------------------------------------------
        LARGE   SP AIM Core Equity Portfolio: seeks      A I M Capital
         CAP    long-term growth of capital. The        Management, Inc.
        BLEND   Portfolio normally invests at least
                80% of investable assets in equity
                securities, including convertible
                securities of established companies
                that have long-term above-average
                growth in earnings and growth
                companies that the subadviser
                believes have the potential for
                above-average growth in earnings.
       ------------------------------------------------------------------
        LARGE   SP Davis Value Portfolio: seeks          Davis Selected
         CAP    growth of capital. The Portfolio         Advisers, L.P.
        VALUE   invests primarily in common stocks of
                U.S. companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Value Index. It may also invest
                in stocks of foreign companies and
                U.S. companies with smaller
                capitalizations. The subadviser
                attempts to select common stocks of
                businesses that possess
                characteristics that the subadviser
                believe foster the creation of
                long-term value, such as proven
                management, a durable franchise and
                business model, and sustainable
                competitive advantages. The
                subadviser aims to invest in such
                businesses when they are trading at a
                discount to their intrinsic worth.
                There is a risk that "value" stocks
                can perform differently from the
                market as a whole and other types of
                stocks and can continue to be
                undervalued by the markets for long
                periods of time.
       ------------------------------------------------------------------
        INTER   SP International Value Portfolio           LSV Asset
       NATIONAL (formerly SP LSV International Value      Management,
        EQUITY  Portfolio): seeks capital growth. The      Thornburg
                Portfolio normally invests at least        Investment
                65% of the Portfolio's investable       Management, Inc.
                assets (net assets plus borrowings
                made for investment purposes) in the
                equity securities of companies in
                developed countries outside the
                United States that are represented in
                the MSCI EAFE Index.
       ------------------------------------------------------------------
       MID CAP  SP Mid Cap Growth Portfolio: seeks      Calamos Advisors
        GROWTH  long-term growth of capital. The              LLC
                Portfolio normally invests at least
                80% of investable assets in common
                stocks and related securities, such
                as preferred stocks, convertible
                securities and depositary receipts
                for those securities. These
                securities typically are of medium
                market capitalizations, which the
                subadviser believes have
                above-average growth potential. The
                Portfolio generally defines medium
                market capitalization companies as
                those companies with market
                capitalizations within the market
                capitalization range of the Russell
                Mid Cap Growth Index. The Portfolio's
                investments may include securities
                listed on a securities exchange or
                traded in the over-the-counter
                markets. The subadviser uses a
                bottom-up and top-down analysis in
                managing the Portfolio. This means
                that securities are selected based
                upon fundamental analysis, as well as
                a top-down approach to
                diversification by industry and
                company, and by paying attention to
                macro-level investment themes. The
                Portfolio may invest in foreign
                securities (including emerging
                markets securities).
       ------------------------------------------------------------------
        FIXED   SP PIMCO High Yield Portfolio: seeks   Pacific Investment
        INCOME  to maximize total return consistent        Management
                with preservation of capital and          Company LLC
                prudent investment management. The          (PIMCO)
                Portfolio will invest in a
                diversified portfolio of fixed-income
                investment instruments of varying
                maturities. The average portfolio
                duration of the Portfolio generally
                will vary within a two- to six-year
                time frame based on the Sub-advisor's
                forecast for interest rates.
       ------------------------------------------------------------------


                                      28




       -----------------------------------------------------------------
       STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                              ADVISOR/
                                                         SUB-ADVISOR
       -----------------------------------------------------------------
        FIXED  SP PIMCO Total Return Portfolio:       Pacific Investment
       INCOME  seeks to maximize total return             Management
               consistent with preservation of           Company LLC
               capital and prudent investment              (PIMCO)
               management. The Portfolio will invest
               in a diversified portfolio of
               fixed-income investment instruments
               of varying maturities. The average
               portfolio duration of the Portfolio
               generally will vary within a three-
               to six-year time frame based on the
               Sub-advisor's forecast for interest
               rates.
       -----------------------------------------------------------------
       MID CAP SP Prudential U.S. Emerging Growth          Jennison
       GROWTH  Portfolio: seeks long-term capital       Associates LLC
               appreciation. The Portfolio normally
               invests at least 80% of investable
               assets in equity securities of small
               and medium sized U.S. companies that
               the subadviser believes have the
               potential for above-average earnings
               growth. The subadviser seeks to
               invest in companies that it believes
               are poised to benefit from an
               acceleration of growth or an
               inflection point in a company's
               growth rate that is not currently
               reflected in the stock price. The
               team uses a research-intensive
               approach based on internally
               generated fundamental research.
       -----------------------------------------------------------------
        SMALL  SP Small Cap Growth Portfolio: seeks      Eagle Asset
         CAP   long-term capital growth. The             Management/
       GROWTH  Portfolio pursues its objective by      Neuberger Berman
               primarily investing in the common       Management, Inc.
               stocks of small-capitalization
               companies, which is defined as a
               company with a market capitalization,
               at the time of purchase, no larger
               than the largest capitalized company
               included in the Russell 2000 Index
               during the most recent 11-month
               period (based on month-end data) plus
               the most recent data during the
               current month.
       -----------------------------------------------------------------
        SMALL  SP Small-Cap Value Portfolio: seeks      Goldman Sachs
         CAP   long-term capital growth. The                Asset
        VALUE  Portfolio normally invests at least    Management, L.P.;
               80% its net assets plus borrowings        ClearBridge
               for investment purposes in the equity    Advisors, LLC
               securities of small capitalization
               companies. The Portfolio focuses on
               equity securities that are believed
               to be undervalued in the marketplace.
       -----------------------------------------------------------------
        LARGE  SP Strategic Partners Focused Growth   AllianceBernstein
         CAP   Portfolio: seeks long-term growth of     L.P.; Jennison
       GROWTH  capital. The Portfolio normally          Associates LLC
               invests at least 65% of total assets
               in equity-related securities of U.S.
               companies that the subadvisers
               believe to have strong capital
               appreciation potential. The
               Portfolio's strategy is to combine
               the efforts of two subadvisers and to
               invest in the favorite stock
               selection ideas of three portfolio
               managers (two of whom invest as a
               team). Each investment Sub-adviser to
               the Portfolio utilizes a growth
               style: Jennison selects approximately
               20 securities and AllianceBernstein
               selects approximately 30 securities.
               The portfolio managers build a
               portfolio with stocks in which they
               have the highest confidence and may
               invest more than 5% of the
               Portfolio's assets in any one issuer.
               The Portfolio is nondiversified,
               meaning it can invest a relatively
               high percentage of its assets in a
               small number of issuers. Investing in
               a nondiversified portfolio,
               particularly a portfolio investing in
               approximately 50 equity-related
               securities, involves greater risk
               than investing in a diversified
               portfolio because a loss resulting
               from the decline in the value of one
               security may represent a greater
               portion of the total assets of a
               nondiversified portfolio.
       -----------------------------------------------------------------
        LARGE  Stock Index Portfolio: seeks              Quantitative
         CAP   investment results that generally          Management
        BLEND  correspond to the performance of         Associates LLC
               publicly-traded common stocks. With
               the price and yield performance of
               the Standard & Poor's 500 Composite
               Stock Price Index (S&P 500) as the
               benchmark, the Portfolio normally
               invests at least 80% of investable
               assets in S&P 500 stocks. The S&P 500
               represents more than 70% of the total
               market value of all publicly-traded
               common stocks and is widely viewed as
               representative of publicly-traded
               common stocks as a whole. The
               Portfolio is not "managed" in the
               traditional sense of using market and
               economic analyses to select stocks.
               Rather, the portfolio manager
               purchases stocks in proportion to
               their weighting in the S&P 500.
       -----------------------------------------------------------------
        LARGE  SP T. Rowe Price Large-Cap Growth        T. Rowe Price
         CAP   Portfolio: seeks long-term capital      Associates, Inc.
       GROWTH  growth. Under normal circumstances,
               the Portfolio invests at least 80% of
               its net assets plus borrowings for
               investment purposes in the equity
               securities of large-cap companies.
               The Sub-adviser generally looks for
               companies with an above-average rate
               of earnings and cash flow growth and
               a lucrative niche in the economy that
               gives them the ability to sustain
               earnings momentum even during times
               of slow economic growth.
       -----------------------------------------------------------------




                                      29



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
        INTER-  SP International Growth Portfolio       Marsico Capital
       NATIONAL (formerly, SP William Blair            Management, LLC;
        EQUITY  International Growth Portfolio):        William Blair &
                seeks long-term capital appreciation.    Company, LLC.
                The Portfolio invests primarily in
                equity-related securities of foreign
                issuers. The Portfolio invests
                primarily in the common stock of
                large and medium-sized foreign
                companies, although it may also
                invest in companies of all sizes.
                Under normal circumstances, the
                Portfolio invests at least 65% of its
                total assets in common stock of
                foreign companies operating or based
                in at least five different countries,
                which may include countries with
                emerging markets. The Portfolio looks
                primarily for stocks of companies
                whose earnings are growing at a
                faster rate than other companies or
                which offer attractive growth
                potential.
       -----------------------------------------------------------------
                        ADVANCED SERIES TRUST
       -----------------------------------------------------------------
        ASSET   AST Advanced Strategies Portfolio:         LSV Asset
        ALLOCA  seeks a high level of absolute            Management;
        TION/   return. The Portfolio invests           Marsico Capital
       BALANCED primarily in a diversified portfolio      Management,
                of equity and fixed income securities    LLC; Pacific
                across different investment               Investment
                categories and investment managers.       Management
                The Portfolio pursues a combination       Company LLC
                of traditional and non-traditional         (PIMCO);
                investment strategies.                   T. Rowe Price
                                                       Associates, Inc.;
                                                        William Blair &
                                                        Company, L.L.C.
       -----------------------------------------------------------------
        ASSET   AST Aggressive Asset Allocation               AST
        ALLOCA  Portfolio: seeks the highest              Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk          Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 92.5% to 100% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 0% to 7.5% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Core Value       AllianceBernstein
         CAP    Portfolio: seeks long-term capital           L.P.
        VALUE   growth by investing primarily in
                common stocks. The Sub-advisor
                expects that the majority of the
                Portfolio's assets will be invested
                in the common stocks of large
                companies that appear to be
                undervalued. Among other things, the
                Portfolio seeks to identify
                compelling buying opportunities
                created when companies are
                undervalued on the basis of investor
                reactions to near-term problems or
                circumstances even though their
                long-term prospects remain sound. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Growth & Income  AllianceBernstein
         CAP    Portfolio: seeks long-term growth of         L.P.
        VALUE   capital and income while attempting
                to avoid excessive fluctuations in
                market value. The Portfolio normally
                will invest in common stocks (and
                securities convertible into common
                stocks). The Sub-advisor will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects. The stocks that
                the Portfolio will normally invest in
                are those of seasoned companies.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Managed Index    AllianceBernstein
         CAP    500 Portfolio: seeks to outperform           L.P.
        BLEND   the Standard & Poor's 500 Composite
                Stock Price Index (the "S&P 500")
                through stock selection resulting in
                different weightings of common stocks
                relative to the index. The Portfolio
                will invest, under normal
                circumstances, at least 80% of its
                net assets in securities included in
                the S&P(R) 500.
       -----------------------------------------------------------------



                                      30






       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
         LARGE   AST American Century Income & Growth   American Century
          CAP    Portfolio: seeks capital growth with      Investment
         VALUE   current income as a secondary          Management, Inc.
                 objective. The Portfolio invests
                 primarily in common stocks that offer
                 potential for capital growth, and
                 may, consistent with its investment
                 objective, invest in stocks that
                 offer potential for current income.
                 The Sub-advisor utilizes a
                 quantitative management technique
                 with a goal of building an equity
                 portfolio that provides better
                 returns than the S&P 500 Index
                 without taking on significant
                 additional risk and while attempting
                 to create a dividend yield that will
                 be greater than the S&P 500 Index.
       -----------------------------------------------------------------
         ASSET   AST American Century Strategic         American Century
        ALLOCA   Allocation Portfolio (formerly known      Investment
         TION/   as AST American Century Strategic      Management, Inc.
       BALANCED  Balanced Portfolio): seeks capital
                 growth and current income. The
                 Sub-advisor intends to maintain
                 approximately 60% of the Portfolio's
                 assets in equity securities and the
                 remainder in bonds and other fixed
                 income securities. Both the
                 Portfolio's equity and fixed income
                 investments will fluctuate in value.
                 The equity securities will fluctuate
                 depending on the performance of the
                 companies that issued them, general
                 market and economic conditions, and
                 investor confidence. The fixed income
                 investments will be affected
                 primarily by rising or falling
                 interest rates and the credit quality
                 of the issuers.
       -----------------------------------------------------------------
         ASSET   AST Balanced Asset Allocation                AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 57.5% to 72.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 27.5% to 42.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         ASSET   AST Capital Growth Asset Allocation          AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 72.5% to 87.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 12.5% to 27.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
       SPECIALTY AST Cohen & Steers Realty Portfolio:    Cohen & Steers
                 seeks to maximize total return             Capital
                 through investment in real estate      Management, Inc.
                 securities. The Portfolio pursues its
                 investment objective by investing,
                 under normal circumstances, at least
                 80% of its net assets in securities
                 of real estate issuers. Under normal
                 circumstances, the Portfolio will
                 invest substantially all of its
                 assets in the equity securities of
                 real estate companies, i.e., a
                 company that derives at least 50% of
                 its revenues from the ownership,
                 construction, financing, management
                 or sale of real estate or that has at
                 least 50% of its assets in real
                 estate. Real estate companies may
                 include real estate investment trusts
                 or REITs.
       -----------------------------------------------------------------
         ASSET   AST Conservative Asset Allocation            AST
        ALLOCA   Portfolio: seeks the highest              Investment
         TION/   potential total return consistent      Services, Inc./
       BALANCED  with its specified level of risk          Prudential
                 tolerance. The Portfolio will invest   Investments LLC
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 47.5% to 62.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 37.5% to 52.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         LARGE   AST DeAM Large-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of capital by        Investment
         VALUE   investing primarily in the value          Management
                 stocks of larger companies. The         Americas, Inc.
                 Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 the value of its assets in the equity
                 securities of large-sized companies
                 included in the Russell 1000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 1000(R) Value Index,
                 but which attempts to outperform the
                 Russell 1000(R) Value Index through
                 active stock selection.
       -----------------------------------------------------------------


                                      31



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued




        ----------------------------------------------------------------
         STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                             ADVISOR/
                                                          SUB-ADVISOR
        ----------------------------------------------------------------
         SMALL   AST Neuberger Berman Small-Cap Growth  Neuberger Berman
          CAP    Portfolio (formerly known as AST DeAM  Management Inc.
         GROWTH  Small-Cap Growth Portfolio): seeks
                 maximum growth of investors' capital
                 from a portfolio of growth stocks of
                 smaller companies. The Portfolio
                 pursues its objective, under normal
                 circumstances, by primarily investing
                 at least 80% of its total assets in
                 the equity securities of small-sized
                 companies included in the Russell
                 2000 Growth(R) Index.
        ----------------------------------------------------------------
         SMALL   AST DeAM Small-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of investors'        Investment
         VALUE   capital by investing primarily in the     Management
                 value stocks of smaller companies.      Americas, Inc.
                 The Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 its total assets in the equity
                 securities of small-sized companies
                 included in the Russell 2000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 2000(R) Value Index,
                 but which attempts to outperform the
                 Russell 2000(R) Value Index.
        ----------------------------------------------------------------
         SMALL   AST Federated Aggressive Growth        Federated Equity
          CAP    Portfolio: seeks capital growth. The      Management
         GROWTH  Portfolio pursues its investment          Company of
                 objective by investing primarily in     Pennsylvania/
                 the stocks of small companies that     Federated Global
                 are traded on national security           Investment
                 exchanges, NASDAQ stock exchange and      Management
                 the over-the-counter-market. Small     Corp.; Federated
                 companies will be defined as               MDTA LLC
                 companies with market capitalizations
                 similar to companies in the Russell
                 2000 Growth Index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Balanced Target          First Trust
        ALLOCA-  Portfolio: seeks long-term capital      Advisors L.P.
         TION/   growth balanced by current income.
        BALANCED The Portfolio seeks to achieve its
                 objective by investing approximately
                 65% in common stocks and 35% in fixed
                 income securities. The Portfolio
                 allocates the equity portion of the
                 portfolio across five uniquely
                 specialized strategies - the Dow/SM/
                 Target Dividend, the Value Line(R)
                 Target 25, the Global Dividend Target
                 15, the NYSE(R) International Target
                 25, and the Target Small Cap. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy which utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Capital Appreciation     First Trust
        ALLOCA-  Target Portfolio: seeks long-term       Advisors L.P.
         TION/   growth of capital. The Portfolio
        BALANCED seeks to achieve its objective by
                 investing approximately 80% in common
                 stocks and 20% in fixed income
                 securities. The portfolio allocates
                 the equity portion of the portfolio
                 across five uniquely specialized
                 strategies - the Value Line(R) Target
                 25, the Global Dividend Target 15,
                 the Target Small Cap, the Nasdaq(R)
                 Target 15, and the NYSE(R)
                 International Target 25. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST UBS Dynamic Alpha Portfolio        UBS Global Asset
        ALLOCA-  (formerly known as AST Global             Management
         TION/   Allocation Portfolio): seeks to        (Americas) Inc.
        BALANCED maximize total return, consisting of
                 capital appreciation and current
                 income. The Portfolio invests in
                 securities and financial instruments
                 to gain exposure to global equity,
                 global fixed income and cash
                 equivalent markets, including global
                 currencies. The Portfolio may invest
                 in equity and fixed income securities
                 of issuers located within and outside
                 the United States or in open-end
                 investment companies advised by UBS
                 Global Asset Management (Americas)
                 Inc., the Portfolio's Sub-Advisor, to
                 gain exposure to certain global
                 equity and global fixed income
                 markets.
        ----------------------------------------------------------------


                                      32






       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Goldman Sachs Concentrated Growth    Goldman Sachs
         CAP    Portfolio: seeks growth of capital in        Asset
        GROWTH  a manner consistent with the            Management, L.P.
                preservation of capital. Realization
                of income is not a significant
                investment consideration and any
                income realized on the Portfolio's
                investments, therefore, will be
                incidental to the Portfolio's
                objective. The Portfolio will pursue
                its objective by investing primarily
                in equity securities of companies
                that the Sub-advisor believes have
                the potential to achieve capital
                appreciation over the long-term. The
                Portfolio seeks to achieve its
                investment objective by investing,
                under normal circumstances, in
                approximately 30 - 45 companies that
                are considered by the Sub-advisor to
                be positioned for long-term growth.
       ------------------------------------------------------------------
       MID CAP  AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
        GROWTH  Portfolio: seeks long-term capital           Asset
                growth. The Portfolio pursues its       Management, L.P.
                investment objective, by investing
                primarily in equity securities
                selected for their growth potential,
                and normally invests at least 80% of
                the value of its assets in medium
                capitalization companies. For
                purposes of the Portfolio,
                medium-sized companies are those
                whose market capitalizations
                (measured at the time of investment)
                fall within the range of companies in
                the Russell Mid Cap Growth Index. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       ------------------------------------------------------------------
        FIXED   AST High Yield Portfolio: seeks a      Pacific Investment
        INCOME  high level of current income and may       Management
                also consider the potential for           Company LLC
                capital appreciation. The Portfolio         (PIMCO)
                invests, under normal circumstances,
                at least 80% of its net assets plus
                any borrowings for investment
                purposes (measured at time of
                purchase) in high yield, fixed-income
                securities that, at the time of
                purchase, are non-investment grade
                securities. Such securities are
                commonly referred to as "junk bonds".
       ------------------------------------------------------------------
        INTER-  AST JPMorgan International Equity         J.P. Morgan
       NATIONAL Portfolio: seeks long-term capital         Investment
        EQUITY  growth by investing in a diversified    Management Inc.
                portfolio of international equity
                securities. The Portfolio seeks to
                meet its objective by investing,
                under normal market conditions, at
                least 80% of its assets in a
                diversified portfolio of equity
                securities of companies located or
                operating in developed non-U.S.
                countries and emerging markets of the
                world. The equity securities will
                ordinarily be traded on a recognized
                foreign securities exchange or traded
                in a foreign over-the-counter market
                in the country where the issuer is
                principally based, but may also be
                traded in other countries including
                the United States.
       ------------------------------------------------------------------
        LARGE   AST Large-Cap Value Portfolio: seeks      Dreman Value
         CAP    current income and long-term growth     Management LLC,
        VALUE   of income, as well as capital             Hotchkis and
                appreciation. The Portfolio invests,     Wiley Capital
                under normal circumstances, at least    Management LLC;
                80% of its net assets in common           J.P. Morgan
                stocks of large cap U.S. companies.        Investment
                The Portfolio focuses on common         Management, Inc.
                stocks that have a high cash dividend
                or payout yield relative to the
                market or that possess relative value
                within sectors.
       ------------------------------------------------------------------
        FIXED   AST Lord Abbett Bond-Debenture           Lord, Abbett &
        INCOME  Portfolio: seeks high current income        Co. LLC
                and the opportunity for capital
                appreciation to produce a high total
                return. To pursue its objective, the
                Portfolio will invest, under normal
                circumstances, at least 80% of the
                value of its assets in fixed income
                securities and normally invests
                primarily in high yield and
                investment grade debt securities,
                securities convertible into common
                stock and preferred stocks. The
                Portfolio may find good value in high
                yield securities, sometimes called
                "lower-rated bonds" or "junk bonds,"
                and frequently may have more than
                half of its assets invested in those
                securities. At least 20% of the
                Portfolio's assets must be invested
                in any combination of investment
                grade debt securities, U.S.
                Government securities and cash
                equivalents. The Portfolio may also
                make significant investments in
                mortgage-backed securities. Although
                the Portfolio expects to maintain a
                weighted average maturity in the
                range of five to twelve years, there
                are no restrictions on the overall
                Portfolio or on individual
                securities. The Portfolio may invest
                up to 20% of its net assets in equity
                securities.
       ------------------------------------------------------------------


                                      33



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Marsico Capital Growth Portfolio:   Marsico Capital
         CAP    seeks capital growth. Income            Management, LLC
        GROWTH  realization is not an investment
                objective and any income realized on
                the Portfolio's investments,
                therefore, will be incidental to the
                Portfolio's objective. The Portfolio
                will pursue its objective by
                investing primarily in common stocks
                of larger, more established
                companies. In selecting investments
                for the Portfolio, the Sub-advisor
                uses an approach that combines "top
                down" economic analysis with "bottom
                up" stock selection. The "top down"
                approach identifies sectors,
                industries and companies that may
                benefit from the trends the
                Sub-advisor has observed. The
                Sub-advisor then looks for individual
                companies with earnings growth
                potential that may not be recognized
                by the market at large, utilizing a
                "bottom up" stock selection process.
                The Portfolio will normally hold a
                core position of between 35 and 50
                common stocks. The Portfolio may hold
                a limited number of additional common
                stocks at times when the Portfolio
                manager is accumulating new
                positions, phasing out existing or
                responding to exceptional market
                conditions.
       ------------------------------------------------------------------
        INTER-  AST MFS Global Equity Portfolio:         Massachusetts
       NATIONAL seeks capital growth. Under normal     Financial Services
        EQUITY  circumstances the Portfolio invests         Company
                at least 80% of its assets in equity
                securities of U.S. and foreign
                issuers (including issuers in
                developing countries). While the
                portfolio may invest its assets in
                companies of any size, the Portfolio
                generally focuses on companies with
                large capitalizations.
       ------------------------------------------------------------------
        LARGE   AST MFS Growth Portfolio: seeks          Massachusetts
         CAP    long-term capital growth and future    Financial Services
        GROWTH  income. Under normal market                 Company
                conditions, the Portfolio invests at
                least 80% of its total assets in
                common stocks and related securities,
                such as preferred stocks, convertible
                securities and depositary receipts,
                of companies. The Sub-advisor focuses
                on investing the Portfolio's assets
                in the stock of companies it believes
                to have above average earnings growth
                potential compared to other companies
                (growth companies). The Portfolio may
                invest up to 35% of its net assets in
                foreign securities.
       ------------------------------------------------------------------
       MID CAP  AST Mid Cap Value Portfolio: seeks to       EARNEST
        VALUE   provide capital growth by investing      Partners LLC/
                primarily in mid-capitalization          WEDGE Capital
                stocks that appear to be undervalued.   Management, LLP
                The Portfolio has a non-fundamental
                policy to invest, under normal
                circumstances, at least 80% of the
                value of its net assets in
                mid-capitalization companies.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
        GROWTH  Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. The
                Sub-adviser looks for fast-growing
                companies that are in new or rapidly
                evolving industries.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Value      Neuberger Berman
        VALUE   Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. For
                purposes of the Portfolio, companies
                with equity market capitalizations
                that fall within the range of the
                Russell Midcap(R) Index at the time
                of investment are considered mid-cap
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies. Under
                the Portfolio's value-oriented
                investment approach, the Sub-advisor
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
       ------------------------------------------------------------------
        FIXED   AST PIMCO Limited Maturity Bond        Pacific Investment
        INCOME  Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital and prudent investment           (PIMCO)
                management. The Portfolio will invest
                in a diversified portfolio of
                fixed-income investment instruments
                of varying maturities. The average
                portfolio duration of the Portfolio
                generally will vary within a one- to
                three-year time frame based on the
                Sub-advisor's forecast for interest
                rates.
       ------------------------------------------------------------------
        ASSET   AST Preservation Asset Allocation             AST
       ALLOCA-  Portfolio: seeks the highest               Investment
        TION/   potential total return consistent       Services, Inc./
       BALANCED with its specified level of risk           Prudential
                tolerance. The Portfolio will invest    Investments LLC
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 27.5% to 42.5% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 57.5% to 72.5% of its
                net assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       ------------------------------------------------------------------


                                      34






      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
      --------------------------------------------------------------------
        SMALL   AST Small-Cap Value Portfolio: seeks       ClearBridge
         CAP    to provide long-term capital growth      Advisors, LLC;
        VALUE   by investing primarily in                 Dreman Value
                small-capitalization stocks that         Management LLC;
                appear to be undervalued. The              J.P. Morgan
                Portfolio will have a non-fundamental      Investment
                policy to invest, under normal          Management, Inc.;
                circumstances, at least 80% of the         Lee Munder
                value of its net assets in small        Investments, Ltd
                capitalization stocks. The Portfolio
                will focus on common stocks that
                appear to be undervalued.
      --------------------------------------------------------------------
        ASSET   AST T. Rowe Price Asset Allocation        T. Rowe Price
       ALLOCA-  Portfolio: seeks a high level of        Associates, Inc.
        TION/   total return by investing primarily
      BALANCED  in a diversified portfolio of fixed
                income and equity securities. The
                Portfolio normally invests
                approximately 60% of its total assets
                in equity securities and 40% in fixed
                income securities. This mix may vary
                depending on the sub-advisor's
                outlook for the markets. The
                Sub-advisor concentrates common stock
                investments in larger, more
                established companies, but the
                Portfolio may include small and
                medium-sized companies with good
                growth prospects. The fixed income
                portion of the Portfolio will be
                allocated among investment grade
                securities, high yield or "junk"
                bonds, emerging market securities,
                foreign high quality debt securities
                and cash reserves.
      --------------------------------------------------------------------
        FIXED   AST T. Rowe Price Global Bond             T. Rowe Price
       INCOME   Portfolio: seeks to provide high       International, Inc.
                current income and capital growth by
                investing in high-quality foreign and
                U.S. dollar-denominated bonds. The
                Portfolio will invest at least 80% of
                its total assets in fixed income
                securities, including high quality
                bonds issued or guaranteed by U.S. or
                foreign governments or their agencies
                and by foreign authorities, provinces
                and municipalities as well as
                investment grade corporate bonds and
                mortgage and asset-backed securities
                of U.S. and foreign issuers. The
                Portfolio generally invests in
                countries where the combination of
                fixed-income returns and currency
                exchange rates appears attractive,
                or, if the currency trend is
                unfavorable, where the Sub-advisor
                believes that the currency risk can
                be minimized through hedging. The
                Portfolio may also invest up to 20%
                of its assets in the aggregate in
                below investment-grade, high-risk
                bonds ("junk bonds"). In addition,
                the Portfolio may invest up to 30% of
                its assets in mortgage-related
                (including derivatives, such as
                collateralized mortgage obligations
                and stripped mortgage securities) and
                asset-backed securities.
      --------------------------------------------------------------------
      SPECIALTY AST T. Rowe Price Natural Resources       T. Rowe Price
                Portfolio: seeks long-term capital      Associates, Inc.
                growth primarily through the common
                stocks of companies that own or
                develop natural resources (such as
                energy products, precious metals and
                forest products) and other basic
                commodities. The Portfolio normally
                invests primarily (at least 80% of
                its total assets) in the common
                stocks of natural resource companies.
                The Portfolio looks for companies
                that have the ability to expand
                production, to maintain superior
                exploration programs and production
                facilities, and the potential to
                accumulate new resources. At least
                50% of Portfolio assets will be
                invested in U.S. securities, up to
                50% of total assets also may be
                invested in foreign securities.
      --------------------------------------------------------------------


                                      35



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


          ------------------------------------------------------------
           STYLE/     INVESTMENT OBJECTIVES/POLICIES       PORTFOLIO
            TYPE                                           ADVISOR/
                                                          SUB-ADVISOR
          ------------------------------------------------------------
                     EVERGREEN VARIABLE ANNUITY TRUST
          ------------------------------------------------------------
           ASSET   Evergreen VA Balanced: seeks capital    Evergreen
          ALLOCA-  growth and current income. The          Investment
           TION/   Portfolio invests in a combination of   Management
          BALANCED equity and debt securities. The        Company, LLC
                   equity securities that the Portfolio
                   invests in primarily consist of the
                   common stocks, preferred stocks and
                   securities convertible or
                   exchangeable for common stocks of
                   large U.S. companies (i.e., companies
                   whose market capitalizations fall
                   within the range tracked by the
                   Russell 1000(R) Index, measured at
                   the time of purchase). Under normal
                   circumstances, the Portfolio will
                   invest at least 25% of its assets in
                   debt securities and the remainder in
                   equity securities. The Portfolio's
                   managers use a diversified equity
                   style of management, best defined as
                   a blend between growth and value
                   stocks. The Portfolio normally
                   invests primarily all of the fixed
                   income portion in U.S.
                   dollar-denominated investment grade
                   debt securities, including debt
                   securities issued or guaranteed by
                   the U.S. Treasury or by an agency or
                   instrumentality of the U.S.
                   government, corporate bonds,
                   mortgage-backed securities,
                   asset-backed securities, and other
                   income producing securities. The
                   Portfolio is not required to sell or
                   otherwise dispose of any security
                   that loses its rating or has its
                   rating reduced after the Portfolio
                   has purchased it. The Portfolio
                   maintains a bias toward corporate and
                   mortgage-backed securities in order
                   to capture higher levels of income.
                   The Portfolio may, but will not
                   necessarily, use a variety of
                   derivative instruments, such as
                   futures contracts, options and swaps,
                   including, for example, index
                   futures, Treasury futures, Eurodollar
                   futures, interest rate swap
                   agreements, credit default swaps, and
                   total return swaps.
          ------------------------------------------------------------
           LARGE   Evergreen VA Fundamental Large Cap:     Evergreen
            CAP    seeks capital growth with the           Investment
           VALUE   potential for current income. The       Management
                   Portfolio invests, under normal        Company, LLC
                   conditions, at least 80% of its
                   assets in common stocks of large U.S.
                   companies (i.e., companies whose
                   market capitalizations fall within
                   the market capitalization range of
                   the companies tracked by the Russell
                   1000(R) Index, measured at the time
                   of purchase). The Portfolio earns
                   current income from dividends paid on
                   equity securities and may seek
                   additional income primarily by
                   investing up to 20% of its assets in
                   convertible bonds, including below
                   investment grade bonds, and
                   convertible preferred stocks of any
                   quality. The Portfolio may invest up
                   to 20% of its assets in foreign
                   securities. The Portfolio's stock
                   selection is based on a diversified
                   style of equity management that
                   allows the Portfolio to invest in
                   both value- and growth-oriented
                   equity securities. "Value" securities
                   are securities which the Portfolio's
                   manager believes are currently
                   undervalued in the marketplace.
                   "Growth" stocks are stocks of
                   companies which the Portfolio's
                   manager believes have anticipated
                   earnings ranging from steady to
                   accelerated growth. The Portfolio's
                   manager looks for companies that he
                   believes are temporarily undervalued
                   in the marketplace, sell at a
                   discount to their private market
                   values and display certain
                   characteristics such as earning a
                   high return on investments and having
                   a competitive advantage in their
                   industry.
          ------------------------------------------------------------
           SMALL   Evergreen VA Growth: seeks long-term    Evergreen
            CAP    capital growth. The Portfolio invests   Investment
           GROWTH  at least 75% of its assets in common    Management
                   stocks of small- and medium-sized      Company, LLC
                   companies (i.e., companies whose
                   market capitalizations fall within
                   the market capitalization range of
                   the companies tracked by the Russell
                   2000(R) Growth Index, measured at the
                   time of purchase). The remaining
                   portion of the Portfolio's assets may
                   be invested in companies of any size.
                   The Portfolio's managers employ a
                   growth-style of equity management and
                   will generally seek to purchase
                   stocks of companies that have
                   demonstrated earnings growth
                   potential which they believe is not
                   yet reflected in the stock's market
                   price. The Portfolio's managers
                   consider earnings growth above the
                   average earnings growth of companies
                   included in the Russell 2000(R)
                   Growth Index as a key factor in
                   selecting investments.
          ------------------------------------------------------------


                                      36




       ------------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                               ADVISOR/
                                                           SUB-ADVISOR
       ------------------------------------------------------------------
        INTER-   Evergreen VA International Equity:         Evergreen
       NATIONAL  seeks long-term capital growth and        Investment
        EQUITY   secondarily, modest income. The           Management
                 Portfolio will normally invest 80% of    Company, LLC
                 its assets in equity securities
                 issued by , in the manager's opinion,
                 established and quality non-U.S.
                 companies located in countries with
                 developed markets. The Portfolio may
                 purchase securities across all market
                 capitalizations. The Portfolio
                 normally invests at least 65% of its
                 assets in securities of companies in
                 at least three countries (other than
                 the U.S.). The Portfolio may also
                 invest in emerging markets. The
                 Portfolio's managers seek both growth
                 and value opportunities For growth
                 investments, the Portfolio's manager
                 seeks, among other things, good
                 business models, good management and
                 growth in cash flows. For value
                 investments, the Portfolio's manager
                 seeks companies that are undervalued
                 in the marketplace compared to their
                 assets. The Portfolio normally
                 intends to seek modest income from
                 dividends paid by its equity
                 holdings. Excluding repurchase
                 agreements and other cash
                 equivalents, the Portfolio intends to
                 invest substantially all of its
                 assets in the securities of non-U.S.
                 issuers.
       ------------------------------------------------------------------
       SPECIALTY Evergreen VA Omega: seeks long-term        Evergreen
                 capital growth. The Portfolio invests     Investment
                 primarily, and under normal               Management
                 conditions substantially all of its      Company, LLC
                 assets, in common stocks of U.S.
                 companies across all market
                 capitalizations. The Portfolio's
                 manager employs a growth style of
                 equity management that emphasizes
                 companies with cash flow growth,
                 sustainable competitive advantages,
                 returns on invested capital above
                 their cost of capital and the ability
                 to manage for profitable growth that
                 can create long-term value for
                 shareholders.
       ------------------------------------------------------------------
         SMALL   Evergreen VA Special Values: seeks         Evergreen
          CAP    capital growth in the value of its        Investment
         VALUE   shares. The Portfolio normally            Management
                 invests at least 80% of its assets in    Company, LLC
                 common stocks of small U.S. companies
                 (i.e. companies whose market
                 capitalizations fall within the
                 market capitalization range of the
                 companies tracked by the Russell
                 2000(R) Index, measured at the time
                 of purchase). The remaining 20% of
                 the Portfolio's assets may be
                 represented by cash or invested in
                 various cash equivalents or common
                 stocks of any market capitalization.
                 The Portfolio's manager seeks to
                 limit the investment risk of small
                 company investing by seeking stocks
                 that trade below what the manager
                 considers their intrinsic value. The
                 Portfolio's manager looks
                 specifically for various growth
                 triggers, or catalysts, that will
                 bring the stock's price into line
                 with its actual or potential value,
                 such as new products, new management,
                 changes in regulation and/or
                 restructuring potential.
       ------------------------------------------------------------------
                   GARTMORE VARIABLE INSURANCE TRUST
       ------------------------------------------------------------------
        INTER-   GVIT Developing Markets: seeks          NWD Management
       NATIONAL  long-term capital appreciation, under  & Research Trust/
        EQUITY   normal conditions by investing at       Gartmore Global
                 least 80% of its total assets in           Partners
                 stocks of companies of any size based
                 in the world's developing economies.
                 Under normal market conditions,
                 investments are maintained in at
                 least six countries at all times and
                 no more than 35% of total assets in
                 any single one of them.
       ------------------------------------------------------------------
                          JANUS ASPEN SERIES
       ------------------------------------------------------------------
         LARGE   Janus Aspen Series: Large Cap Growth     Janus Capital
          CAP    Portfolio - Service Shares: seeks       Management LLC
        GROWTH   long-term growth of capital in a
                 manner consistent with the
                 preservation of capital. The
                 Portfolio invests at least 80% of its
                 net assets plus the amount of any
                 borrowings for investment purposes in
                 common stocks of large-sized
                 companies. Large-sized companies are
                 those whose market capitalizations
                 fall within the range of companies in
                 the Russell 1000 Index at the time of
                 purchase.
       ------------------------------------------------------------------


 FIXED INTEREST RATE OPTIONS
 We offer two fixed interest rate options:
..   a one-year fixed interest rate option, and
..   a dollar cost averaging fixed rate option (DCA Fixed Rate Option).

 When you select one of these options, your payment will earn interest at the
 established rate for the applicable interest rate period. A new interest rate
 period is established every time you allocate or transfer money into a fixed
 interest rate option. (You may not transfer amounts from other investment
 options into the DCA Fixed Rate Option.) You may have money allocated in more
 than one interest rate period at the same time. This could result in your
 money earning interest at different rates and each interest rate period
 maturing at a different time. While these interest rates may change from time
 to time, they will not be less than the

                                      37



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued

 minimum interest rate dictated by applicable state law. We may offer lower
 interest rates for Contracts With Credit than for Contracts Without Credit.
 The interest rates we pay on the fixed interest rate options may be influenced
 by the asset-based charges assessed against the Separate Account.

 Payments allocated to the fixed interest rate options become part of Pruco
 Life's general assets.

 One-Year Fixed Interest Rate Option
 We set a one-year base guaranteed annual interest rate for the one-year fixed
 interest rate option. Additionally, we may provide a higher interest rate on
 each purchase payment allocated to this option for the first year after the
 payment. This higher interest rate will not apply to amounts transferred from
 other investment options within the contract or amounts remaining in this
 option for more than one year.

 Dollar Cost Averaging Fixed Rate Option
 You may allocate all or part of any purchase payment to the DCA Fixed Rate
 Option. Under this option, you automatically transfer amounts over a stated
 period (currently, six or twelve months) from the DCA Fixed Rate Option to the
 variable investment options and/or to the one-year fixed interest rate option,
 as you select. We will invest the assets you allocate to the DCA Fixed Rate
 Option in our general account until they are transferred. You may not transfer
 from other investment options to the DCA Fixed Rate Option. Transfers to the
 one-year fixed interest rate option will remain in the general account.

 If you choose to allocate all or part of a purchase payment to the DCA Fixed
 Rate Option, the minimum amount of the purchase payment you may allocate is
 $2,000. The first periodic transfer will occur on the date you allocate your
 purchase payment to the DCA Fixed Rate Option. Subsequent transfers will occur
 on the monthly anniversary of the first transfer. Currently, you may choose to
 have the purchase payment allocated to the DCA Fixed Rate Option transferred
 to the selected variable investment options, or to the one-year fixed interest
 rate option in either six or twelve monthly installments, and you may not
 change that number of monthly installments after you have chosen the DCA Fixed
 Rate Option. You may allocate to both the six-month and twelve-month options.
 (In the future, we may make available other numbers of transfers and other
 transfer schedules--for example, quarterly as well as monthly.)

 If you choose a six-payment transfer schedule, each transfer generally will
 equal 1/6/th/ of the amount you allocated to the DCA Fixed Rate Option, and if
 you choose a twelve-payment transfer schedule, each transfer generally will
 equal 1/12/th/ of the amount you allocated to the DCA Fixed Rate Option. In
 either case, the final transfer amount generally will also include the
 credited interest. You may change at any time the investment options into
 which the DCA Fixed Rate Option assets are transferred. You may make a one
 time transfer of the remaining value out of your DCA Fixed Rate Option, if you
 so choose. Transfers from the DCA Fixed Rate Option do not count toward the
 maximum number of free transfers allowed under the contract.

 If you make a withdrawal or have a fee assessed from your contract, and all or
 part of that withdrawal or fee comes out of the DCA Fixed Rate Option, we will
 recalculate the periodic transfer amount to reflect the change. This
 recalculation may include some or all of the interest credited to the date of
 the next scheduled transfer. If a withdrawal or fee assessment reduces the
 monthly transfer amount below $100, we will transfer the remaining balance in
 the DCA Fixed Rate Option on the next scheduled transfer date.

 By investing amounts on a regular basis instead of investing the total amount
 at one time, the DCA Fixed Rate Option may decrease the effect of market
 fluctuation on the investment of your purchase payment. Of course, dollar cost
 averaging cannot ensure a profit or protect against loss in a declining market.

 MARKET VALUE ADJUSTMENT OPTION
 Under the Market Value Adjustment Option, we may offer one or more of several
 guarantee periods provided that the interest rate we are able to declare will
 be no less than the minimum interest rate dictated by applicable state law
 with respect to any guarantee period. We may offer fewer available guarantee
 periods in Contracts With Credit than in Contracts Without Credit. This option
 is not available for contracts issued in some states. Please see your
 contract. The Market Value Adjustment Option is registered separately from the
 variable investment options, and the amount of market value adjustment option
 securities registered is stated in that registration statement.

 IF AMOUNTS ARE WITHDRAWN FROM A GUARANTEE PERIOD, OTHER THAN DURING THE 30-DAY
 PERIOD IMMEDIATELY FOLLOWING THE END OF THE GUARANTEE PERIOD, THEY WILL BE
 SUBJECT TO A MARKET VALUE ADJUSTMENT EVEN IF THEY ARE NOT SUBJECT TO A
 WITHDRAWAL CHARGE.

 You will earn interest on your invested purchase payment at the rate that we
 have declared for the guarantee period you have chosen. You must invest at
 least $1,000 if you choose this option. We may offer lower interest rates for
 Contracts With Credit than for Contracts Without Credit.

                                      38



 We refer to interest rates as annual rates, although we credit interest within
 each guarantee period on a daily basis. The daily interest that we credit is
 equal to the pro rated portion of the interest that would be earned on an
 annual basis. We credit interest from the business day on which your purchase
 payment is received in good order at the Prudential Annuity Service Center
 until the earliest to occur of any of the following events: (a) full surrender
 of the contract, (b) commencement of annuity payments or settlement, (c) end
 of the guarantee period, (d) transfer of the value in the guarantee period,
 (e) payment of a death benefit, or (f) the date the amount is withdrawn.

 During the 30-day period immediately following the end of a guarantee period,
 we allow you to do any of the following, without the imposition of the market
 value adjustment:
 (a)withdraw or transfer the value of the guarantee period,
 (b)allocate the value to another available guarantee period or other
    investment option (provided that the new guarantee period ends prior to the
    annuity date). You will receive the interest rate applicable on the date we
    receive your instruction, or
 (c)apply the value in the guarantee period to the annuity or settlement option
    of your choice.

 If we do not receive instructions from you concerning the disposition of the
 Contract Value in your maturing guarantee period, we will reinvest the amount
 in the Prudential Money Market Portfolio investment option.

 During the 30-day period immediately following the end of the guarantee
 period, or until you elect to do (a), (b) or (c) listed immediately above, you
 will receive the current interest rate applicable to the guarantee period
 having the same duration as the guarantee period that just matured, which is
 offered on the day immediately following the end of the matured guarantee
 period. However, if at that time we do not offer a guarantee period with the
 same duration as that which matured, you will then receive the current
 interest rate applicable to the shortest guarantee period then offered.

 Under the market value adjustment option, while your money remains in the
 contract for the full guarantee period, your principal amount is guaranteed by
 us and the interest amount that your money will earn is guaranteed by us to be
 at least the minimum interest rate dictated by applicable state law.

 Payments allocated to the market value adjustment option are held as a
 separate pool of assets. Any gains or losses experienced by these assets will
 not directly affect the contracts. The strength of our guarantees under these
 options is based on the overall financial strength of Pruco Life.

 MARKET VALUE ADJUSTMENT
 When you allocate a purchase payment or transfer Contract Value to a guarantee
 period, we use that money to buy and sell securities and other instruments to
 support our obligation to pay interest. Generally, we buy bonds for this
 purpose. The duration of the bonds and other instruments that we buy with
 respect to a particular guarantee period is influenced significantly by the
 length of the guarantee period. For example, we typically would acquire
 longer-duration bonds with respect to the 10 year guarantee period than we do
 for the 3 year guarantee period. The value of these bonds is affected by
 changes in interest rates, among other factors. The market value adjustment
 that we assess against your Contract Value if you withdraw or transfer outside
 the 30-day period discussed above involves our attributing to you a portion of
 our investment experience on these bonds and other instruments.

 For example, if you make a full withdrawal when interest rates have risen
 since the time of your investment, the bonds and other investments in the
 guarantee period likely would have decreased in value, meaning that we would
 impose a "negative" market value adjustment on you (i.e., one that results in
 a reduction of the withdrawal proceeds that you receive). For a partial
 withdrawal, we would deduct a negative market value adjustment from your
 remaining Contract Value. Conversely, if interest rates have decreased, the
 market value adjustment would be positive.

 Other things you should know about the market value adjustment include the
 following:
..   We determine the market value adjustment according to a mathematical
    formula, which is set forth at the end of this prospectus under the heading
    "Market-Value Adjustment Formula." In that section of the prospectus, we
    also provide hypothetical examples of how the formula works.
..   A negative market value adjustment could cause you to lose not only the
    interest you have earned but also a portion of your principal.
..   In addition to imposing a market value adjustment on withdrawals, we also
    will impose a market value adjustment on the Contract Value you apply to an
    annuity or settlement option, unless you annuitize within the 30-day period
    discussed above. The laws of certain states may prohibit us from imposing a
    market value adjustment on the annuity date.

 YOU SHOULD REALIZE, HOWEVER, THAT APART FROM THE MARKET VALUE ADJUSTMENT, THE
 VALUE OF THE BENEFIT IN YOUR GUARANTEE PERIOD DOES NOT DEPEND ON THE
 INVESTMENT PERFORMANCE OF THE BONDS AND OTHER INSTRUMENTS THAT WE HOLD WITH
 RESPECT TO YOUR GUARANTEE PERIOD. APART FROM THE EFFECT OF ANY MARKET VALUE
 ADJUSTMENT, WE DO NOT PASS THROUGH TO YOU THE GAINS OR LOSSES ON THE BONDS AND
 OTHER INSTRUMENTS THAT WE HOLD IN CONNECTION WITH A GUARANTEE PERIOD.

                                      39



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 TRANSFERS AMONG OPTIONS
 Subject to certain restrictions, you can transfer money among the variable
 investment options and the one-year fixed interest rate option. The minimum
 transfer amount is the lesser of $250 or the amount in the investment option
 from which the transfer is to be made. In addition, you can transfer your
 Contract Value out of a market value adjustment guarantee period into another
 market value adjustment guarantee period, into a variable investment option,
 or into a one-year fixed interest rate option, although a market value
 adjustment will apply to any transfer you make outside the 30-day period
 discussed above. You may transfer Contract Value into the market value
 adjustment option at any time, provided it is at least $1,000.

 In general, you may make your transfer request by telephone, electronically,
 or otherwise in paper form to the Prudential Annuity Service Center. We have
 procedures in place to confirm that instructions received by telephone or
 electronically are genuine. We will not be liable for following unauthorized
 telephone or electronic instructions that we reasonably believed to be
 genuine. Your transfer request will take effect at the end of the business day
 on which it was received in good order by us, or by certain entities that we
 have specifically designated. Our business day generally closes at 4:00 p.m.
 Eastern time. Our business day may close earlier, for example if regular
 trading on the New York Stock Exchange closes early. Transfer requests
 received after the close of the business day will take effect at the end of
 the next business day.

 With regard to the Market Value Adjustment Option, you can specify the
 guarantee period from which you wish to transfer. If you request a transfer
 from the market value adjustment option, but you do not specify the guarantee
 period from which funds are to be taken, then we will transfer funds from the
 guarantee period that has the least time remaining until its maturity date.

 YOU CAN MAKE TRANSFERS OUT OF A FIXED INTEREST RATE OPTION, OTHER THAN THE DCA
 FIXED RATE OPTION, ONLY DURING THE 30-DAY PERIOD FOLLOWING THE END OF THE ONE
 YEAR INTEREST RATE PERIOD. TRANSFERS FROM THE DCA FIXED RATE OPTION ARE MADE
 ON A PERIODIC BASIS FOR THE PERIOD THAT YOU SELECT.

 During the contract accumulation phase, you can make up to 12 transfers each
 contract year, among the investment options, without charge. Currently we
 charge $25 for each transfer after the twelfth in a contract year, and we have
 the right to increase this charge up to $30. (Dollar Cost Averaging and Auto-
 Rebalancing transfers do not count toward the 12 free transfers per year.)

 For purposes of the 12 free transfers per year that we allow, we will treat
 multiple transfers that are submitted on the same business day as a single
 transfer.

 ADDITIONAL TRANSFER RESTRICTIONS
 We limit your ability to transfer among your contract's variable investment
 options as permitted by applicable law. We impose a yearly restriction on
 transfers. Specifically, once you have made 20 transfers among the subaccounts
 during a contract year, we will accept any additional transfer request during
 that year only if the request is submitted to us in writing with an original
 signature and otherwise is in good order. For purposes of this transfer
 restriction, we (i) do not view a facsimile transmission as a "writing",
 (ii) will treat multiple transfer requests submitted on the same business day
 as a single transfer, and (iii) do not count any transfer that involves one of
 our systematic programs, such as asset allocation and automated withdrawals.

 Frequent transfers among variable investment options in response to short-term
 fluctuations in markets, sometimes called "market timing," can make it very
 difficult for a portfolio manager to manage an underlying mutual fund's
 investments. Frequent transfers may cause the fund to hold more cash than
 otherwise necessary, disrupt management strategies, increase transaction
 costs, or affect performance. For those reasons, the contract was not designed
 for persons who make programmed, large, or frequent transfers.

 In light of the risks posed to contract owners and other fund investors by
 frequent transfers, we reserve the right to limit the number of transfers in
 any contract year for all existing or new contract owners, and to take the
 other actions discussed below. We also reserve the right to limit the number
 of transfers in any contract year or to refuse any transfer request for an
 owner or certain owners if: (a) we believe that excessive transfer activity
 (as we define it) or a specific transfer request or group of transfer requests
 may have a detrimental effect on accumulation unit values or the share prices
 of the underlying mutual funds; or (b) we are informed by a fund (e.g., by the
 fund's portfolio manager) that the purchase or redemption of fund shares must
 be restricted because the fund believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected fund. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular underlying mutual fund. In furtherance of our
 general authority to restrict transfers as described above, and without
 limiting other actions we may take in the future, we have adopted the
 following specific restrictions:
..   With respect to each variable investment option (other than the Prudential
    Money Market Portfolio), we track amounts exceeding a certain dollar
    threshold that were transferred into the option. If you transfer such
    amount into a particular variable

                                      40



   investment option, and within 30 calendar days thereafter transfer (the
    "Transfer Out") all or a portion of that amount into another variable
    investment option, then upon the Transfer Out, the former variable
    investment option becomes restricted (the "Restricted Option").
    Specifically, we will not permit subsequent transfers into the Restricted
    Option for 90 calendar days after the Transfer Out if the Restricted Option
    invests in a non-international fund, or 180 calendar days after the
    Transfer Out if the Restricted Option invests in an international fund. For
    purposes of this rule, we do not (i) count transfers made in connection
    with one of our systematic programs, such as asset allocation and automated
    withdrawals and (ii) categorize as a transfer the first transfer that you
    make after the contract date, if you make that transfer within 30 calendar
    days after the contract date. Even if an amount becomes restricted under
    the foregoing rules, you are still free to redeem the amount from your
    contract at any time.
..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving a variable
    investment option on the business day subsequent to the business day on
    which the exchange request was received. Before implementing such a
    practice, we would issue a separate written notice to contract owners that
    explains the practice in detail. In addition, if we do implement a delayed
    exchange policy, we will apply the policy on a uniform basis to all
    contracts in the relevant class.
..   The portfolios may have adopted their own policies and procedures with
    respect to excessive trading of their respective shares, and we reserve the
    right to enforce these policies and procedures. The prospectuses for the
    portfolios describe any such policies and procedures, which may be more or
    less restrictive than the policies and procedures we have adopted. Under
    SEC rules, we are required to: (1) enter into a written agreement with each
    portfolio or its principal underwriter that obligates us to provide to the
    portfolio promptly upon request certain information about the trading
    activity of individual contract owners, and (2) execute instructions from
    the portfolio to restrict or prohibit further purchases or transfers by
    specific contract owners who violate the excessive trading policies
    established by the portfolio. In addition, you should be aware that some
    portfolios may receive "omnibus" purchase and redemption orders from other
    insurance companies or intermediaries such as retirement plans. The omnibus
    orders reflect the aggregation and netting of multiple orders from
    individual owners of variable insurance contracts and/or individual
    retirement plan participants. The omnibus nature of these orders may limit
    the portfolios in their ability to apply their excessive trading policies
    and procedures. In addition, the other insurance companies and/or
    retirement plans may have different policies and procedures or may not have
    any such policies and procedures because of contractual limitations. For
    these reasons, we cannot guarantee that the portfolios (and thus contract
    owners) will not be harmed by transfer activity relating to other insurance
    companies and/or retirement plans that may invest in the portfolios.

..   A portfolio also may assess a short term trading fee in connection with a
    transfer out of the variable investment option investing in that portfolio
    that occurs within a certain number of days following the date of
    allocation to the variable investment option. Each portfolio determines the
    amount of the short term trading fee and when the fee is imposed. The fee
    is retained by or paid to the portfolio and is not retained by us. The fee
    will be deducted from your Contract Value, to the extent allowed by law. At
    present, no Portfolio has adopted a short-term trading fee.

..   If we deny one or more transfer requests under the foregoing rules, we will
    inform you promptly of the circumstances concerning the denial.
..   We will not implement these rules in jurisdictions that have not approved
    contract language authorizing us to do so, or may implement different rules
    in certain jurisdictions if required by such jurisdictions. Contract owners
    in jurisdictions with such limited transfer restrictions, and contract
    owners who own variable life insurance or variable annuity contracts
    (regardless of jurisdiction) that do not impose the above-referenced
    transfer restrictions, might make more numerous and frequent transfers than
    contract owners who are subject to such limitations. Because contract
    owners who are not subject to the same transfer restrictions may have the
    same underlying mutual fund portfolios available to them, unfavorable
    consequences associated with such frequent trading within the underlying
    mutual fund (e.g., greater portfolio turnover, higher transaction costs, or
    performance or tax issues) may affect all contract owners. Apart from
    jurisdiction-specific and contract differences in transfer restrictions, we
    will apply these rules uniformly, and will not waive a transfer restriction
    for any contract owner.

 Although our transfer restrictions are designed to prevent excessive
 transfers, they are not capable of preventing every potential occurrence of
 excessive transfer activity.

 DOLLAR COST AVERAGING
 The dollar cost averaging (DCA) feature (which is distinct from the DCA Fixed
 Rate Option) allows you to systematically transfer either a fixed dollar
 amount or a percentage out of any variable investment option into any other
 variable investment options or the one-year fixed interest rate option. You
 can have these automatic transfers occur monthly, quarterly, semiannually or
 annually. By investing amounts on a regular basis instead of investing the
 total amount at one time, dollar cost averaging may decrease the effect of
 market fluctuation on the investment of your purchase payment. Of course,
 dollar cost averaging cannot ensure a profit or protect against loss in
 declining markets.

 Transfers will be made automatically on the schedule you choose until the
 entire amount you chose to have transferred has been transferred or until you
 tell us to discontinue the transfers. You can allocate subsequent purchase
 payments to be transferred under this option at any time.

                                      41



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 Your transfers will occur on the last calendar day of each transfer period you
 have selected, provided that the New York Stock Exchange is open on that date.
 If the New York Stock Exchange is not open on a particular transfer date, the
 transfer will take effect on the next business day.

 Any dollar cost averaging transfers you make do not count toward the 12 free
 transfers you are allowed each contract year. The dollar cost averaging
 feature is available only during the contract accumulation phase and is
 offered without charge.

 ASSET ALLOCATION PROGRAM
 We recognize the value of having asset allocation models when deciding how to
 allocate your purchase payments among the investment options. If you choose to
 participate in the Asset Allocation Program, your representative will give you
 a questionnaire to complete that will help determine a program that is
 appropriate for you. Your asset allocation will be prepared based on your
 answers to the questionnaire. You will not be charged for this service, and
 you are not obligated to participate or to invest according to program
 recommendations.

 Asset allocation is a sophisticated method of diversification which allocates
 assets among classes in order to manage investment risk and enhance returns
 over the long term. However, asset allocation does not guarantee a profit or
 protect against a loss. You are not obligated to participate or to invest
 according to the program recommendations. We do not intend to provide any
 personalized investment advice in connection with these programs and you
 should not rely on these programs as providing individualized investment
 recommendations to you. The asset allocation programs do not guarantee better
 investment results. We reserve the right to terminate or change the asset
 allocation programs at any time. You should consult your representative before
 electing any asset allocation program.

 AUTO-REBALANCING
 Once your money has been allocated among the variable investment options, the
 actual performance of the investment options may cause your allocation to
 shift. For example, an investment option that initially holds only a small
 percentage of your assets could perform much better than another investment
 option. Over time, this option could increase to a larger percentage of your
 assets than you desire. You can direct us to automatically rebalance your
 assets to return to your original allocation percentage or to a subsequent
 allocation percentage you select. We will rebalance only the variable
 investment options that you have designated. If you also participate in the
 DCA feature, then the variable investment option from which you make the DCA
 transfers will not be rebalanced.

 You may choose to have your rebalancing occur monthly, quarterly,
 semiannually, or annually. The rebalancing will occur on the last calendar day
 of the period you have chosen, provided that the New York Stock Exchange is
 open on that date. If the New York Stock Exchange is not open on that date,
 the rebalancing will take effect on the next business day.

 Any transfers you make because of auto-rebalancing are not counted toward the
 12 free transfers you are allowed per year. This feature is available only
 during the contract accumulation phase, and is offered without charge. If you
 choose auto-rebalancing and dollar cost averaging, auto-rebalancing will take
 place after the transfers from your DCA account.

 SCHEDULED TRANSACTIONS

 Scheduled transactions include transfers under dollar cost averaging, the
 asset allocation program, auto-rebalancing, systematic withdrawals, systematic
 investments, required minimum distributions, substantially equal periodic
 payments under Section 72(t) or 72(q) of the Internal Revenue Code of 1986, as
 amended (Code), and annuity payments. Scheduled transactions are processed and
 valued as of the date they are scheduled, unless the scheduled day is not a
 business day. In that case, the transaction will be processed and valued on
 the next business day, unless (with respect to required minimum distributions,
 substantially equal periodic payments under Section 72(t) or 72(q) of the
 Code, and annuity payments only), the next business day falls in the
 subsequent calendar year, in which case the transaction will be processed and
 valued on the prior business day.


 VOTING RIGHTS
 We are the legal owner of the shares of the underlying mutual funds used by
 the variable investment options. However, we vote the shares of the mutual
 funds according to voting instructions we receive from contract owners. When a
 vote is required, we will mail you a proxy which is a form that you need to
 complete and return to us to tell us how you wish us to vote. When we receive
 those instructions, we will vote all of the shares we own on your behalf in
 accordance with those instructions. We will vote fund shares for which we do
 not receive instructions, and any other shares that we own in our own right,
 in the same proportion as shares for which we receive instructions from
 contract owners. This voting procedure is sometimes referred to as "mirror
 voting" because, as indicated in the immediately preceding sentence, we mirror
 the votes that are actually cast, rather than decide on our own how to vote.
 In addition, because all the shares of a given mutual fund held within our
 separate account are legally owned by us, we intend to vote all of such shares
 when that underlying fund seeks a vote of its shareholders. As such, all such
 shares will be counted towards whether there is a quorum at the underlying
 fund's shareholder meeting and towards the ultimate outcome of the vote. We
 may change the way your voting instructions are calculated if it is required
 or permitted by federal or state regulation.

                                      42



 SUBSTITUTION
 We may substitute one or more of the underlying mutual funds used by the
 variable investment options. We may also cease to allow investments in
 existing funds. We would not do this without the approval of the Securities
 and Exchange Commission (SEC) and any necessary state insurance departments.
 You will be given specific notice in advance of any substitution we intend to
 make.

 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION)

 PAYMENT PROVISIONS
 We can begin making annuity payments any time on or after the third contract
 anniversary (or as required by state law if different). Annuity payments must
 begin no later than the contract anniversary coinciding with or next following
 the annuitant's 95/th /birthday (unless we agree to another date).

 Upon annuitization, any value in a guarantee period of the market value
 adjustment option may be subject to a market value adjustment.

 The Strategic Partners Plus 3 variable annuity contract offers an optional
 Guaranteed Minimum Income Benefit, which we describe below. Your annuity
 options vary depending upon whether you choose this benefit.

 Depending upon the annuity option you choose, you may incur a withdrawal
 charge when the income phase begins. Currently, if permitted by state law, we
 deduct any applicable withdrawal charge if you choose Option 1 for a period
 shorter than five years, Option 3, or certain other annuity options that we
 may make available. We do not deduct a withdrawal charge if you choose Option
 1 for a period of five years or longer or Option 2. For information about
 withdrawal charges, see Section 8, "What Are The Expenses Associated With The
 Strategic Partners Plus 3 Contract?"


 Please note that annuitization essentially involves converting your Contract
 Value to an annuity payment stream, the length of which depends on the terms
 of the applicable annuity option. Thus, once annuity payments begin, your
 death benefit is determined solely under the terms of the applicable annuity
 payment option, and you no longer participate in any optional living benefit
 (unless you have annuitized under that benefit).


 PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT

 We make the income plans described below available at any time before the
 annuity date. These plans are called "annuity options" or "settlement
 options." During the income phase, all of the annuity options under this
 contract are fixed annuity options. This means that your participation in the
 variable investment options ends on the annuity date. If an annuity option is
 not selected by the annuity date, the Life Income Annuity Option (Option 2,
 described below) will automatically be selected unless prohibited by
 applicable law. GENERALLY, ONCE THE ANNUITY PAYMENTS BEGIN, THE ANNUITY OPTION
 CANNOT BE CHANGED AND YOU CANNOT MAKE WITHDRAWALS. IN ADDITION TO THE ANNUITY
 PAYMENT OPTIONS DISCUSSED IN THIS SECTION, PLEASE NOTE THAT IF YOU CHOOSE THE
 OPTIONAL LIFETIME FIVE INCOME BENEFIT, SPOUSAL LIFETIME FIVE, OR HIGHEST DAILY
 LIFETIME FIVE, THERE ARE ADDITIONAL ANNUITY PAYMENT OPTIONS THAT ARE
 ASSOCIATED WITH THAT BENEFIT. SEE SECTION 5 OF THIS PROSPECTUS FOR ADDITIONAL
 DETAILS.


 Option 1
 Annuity Payments for a Fixed Period: Under this option, we will make equal
 payments for the period chosen, up to 25 years (but not to exceed life
 expectancy). The annuity payments may be made monthly, quarterly,
 semiannually, or annually, as you choose, for the fixed period. If the
 annuitant dies during the income phase, payments will continue to the
 beneficiary for the remainder of the fixed period or, if the beneficiary so
 chooses, we will make a single lump-sum payment. The amount of the lump sum
 payment is determined by calculating the present value of the unpaid future
 payments. This is done by using the interest rate used to compute the actual
 payments. The interest rate will be at least 3% a year.

 Option 2
 Life Income Annuity Option: Under this option, we will make annuity payments
 monthly, quarterly, semiannually, or annually as long as the annuitant is
 alive. If the annuitant dies before we have made 10 years worth of payments,
 we will pay the beneficiary in one lump sum the present value of the annuity
 payments scheduled to have been made over the remaining portion of that 10
 year period, unless we were specifically instructed that such remaining
 annuity payments continue to be paid to the beneficiary. The present value of
 the remaining annuity payments is calculated by using the interest rate used
 to compute the amount of the original 120 payments. The interest rate will be
 at least 3% a year.

 If an annuity option is not selected by the annuity date, this is the option
 we will automatically select for you, unless prohibited by applicable law. If
 the life income annuity option is prohibited by applicable law, then we will
 pay you a lump sum in lieu of this option.

                                      43



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued


 Option 3
 Interest Payment Option: Under this option, we will credit interest on the
 adjusted Contract Value until you request payment of all or part of the
 adjusted Contract Value. We can make interest payments on a monthly,
 quarterly, semiannual, or annual basis or allow the interest to accrue on your
 contract assets. Under this option, we will pay you interest at an effective
 rate of at least 3% a year. This option is not available if you hold your
 contract in an IRA.

 Under this option, all gain in the annuity will be taxable as of the annuity
 date, however, you can withdraw part or all of the Contract Value that we are
 holding at any time.

 Other Annuity Options
 We currently offer a variety of other annuity options not described above. At
 the time annuity payments are chosen, we may make available to you any of the
 fixed annuity options that are offered at your annuity date.

 TAX CONSIDERATIONS
 If your contract is held under a tax-favored plan, you should consider the
 minimum distribution requirements when selecting your annuity option.

 GUARANTEED MINIMUM INCOME BENEFIT
 The Guaranteed Minimum Income Benefit (GMIB), is an optional feature that
 guarantees that once the income period begins, your income payments will be no
 less than the GMIB protected value applied to the GMIB guaranteed annuity
 purchase rates. If you want the Guaranteed Minimum Income Benefit, you must
 elect it when you make your initial purchase payment. Once elected, the
 Guaranteed Minimum Income Benefit cannot be revoked. This feature may not be
 available in your state. You may not elect both GMIB and the Lifetime Five
 Income Benefit.

 The GMIB protected value is calculated daily and is equal to the GMIB roll-up
 until the GMIB roll-up either reaches its cap or if we stop applying the
 annual interest rate based on the age of the annuitant, number of contract
 anniversaries, or number of years since the last GMIB reset, as described
 below. At this point, the GMIB protected value will be increased by any
 subsequent invested purchase payments and reduced by the effect of withdrawals.

 The Guaranteed Minimum Income Benefit is subject to certain restrictions
 described below.

..   The annuitant must be 75 or younger in order for you to elect the
    Guaranteed Minimum Income Benefit.
..   If you choose the Guaranteed Minimum Income Benefit, we will impose an
    annual charge equal to 0.50% for contracts sold on or after January 20,
    2004, or upon subsequent state approval (0.45% for all other contracts), of
    the average GMIB protected value described below. The maximum GMIB charge
    is 1.00% of average GMIB protected value. Please note that the charge is
    calculated based on average GMIB protected value, not Contract Value. Thus,
    for example, the fee would not decline on account of a reduction in
    Contract Value. In some states this fee may be lower.
..   Under the contract terms governing the GMIB, we can require GMIB
    participants to invest only in designated underlying mutual funds or can
    require GMIB participants to invest according to an asset allocation model.
..   TO TAKE ADVANTAGE OF THE GUARANTEED MINIMUM INCOME BENEFIT, YOU MUST WAIT A
    CERTAIN AMOUNT OF TIME BEFORE YOU BEGIN THE INCOME PHASE. THE WAITING
    PERIOD IS THE PERIOD EXTENDING FROM THE CONTRACT DATE TO THE 7/TH/ CONTRACT
    ANNIVERSARY BUT, IF THE GUARANTEED MINIMUM INCOME BENEFIT HAS BEEN RESET
    (AS DESCRIBED BELOW), THE WAITING PERIOD IS THE 7 YEAR PERIOD BEGINNING
    WITH THE DATE OF THE MOST RECENT RESET. IN LIGHT OF THIS WAITING PERIOD
    UPON RESETS, IT IS NOT RECOMMENDED THAT YOU RESET YOUR GUARANTEED MINIMUM
    INCOME BENEFIT IF THE REQUIRED BEGINNING DATE UNDER IRS MINIMUM
    DISTRIBUTION REQUIREMENTS WOULD COMMENCE DURING THE 7 YEAR WAITING PERIOD.
    SEE "MINIMUM DISTRIBUTION REQUIREMENTS AND PAYMENT OPTION" IN SECTION 10
    FOR ADDITIONAL INFORMATION ON IRS REQUIREMENTS.

 Once the waiting period has elapsed, you will have a 30-day period each year,
 beginning on the contract anniversary (or in the case of a reset, the
 anniversary of the most recent reset), during which you may begin the income
 phase with the Guaranteed Minimum Income Benefit by submitting the necessary
 forms in good order to the Prudential Annuity Service Center.

 GMIB Roll-Up
 The GMIB roll-up is equal to the invested purchase payments (after a reset,
 the Contract Value at the time of the reset), increased daily at an effective
 annual interest rate of 5% starting on the date each invested purchase payment
 is made, until the cap is reached

                                      44



 (GMIB roll-up cap). We will reduce this amount by the effect of withdrawals.
 The GMIB roll-up cap is equal to two times each invested purchase payment (for
 a reset, two times the sum of (1) the Contract Value at the time of the reset,
 and (2) any invested purchase payments made subsequent to the reset).

 Even if the GMIB roll-up cap has not been reached, we will nevertheless stop
 increasing the GMIB roll-up value by the effective annual interest rate on the
 latest of:
..   the contract anniversary coinciding with or next following the annuitant's
    80/th/ birthday,
..   the 7/th/ contract anniversary, or
..   7 years from the most recent GMIB reset (as described below).

 However, even if we stop increasing the GMIB roll-up value by the effective
 annual interest rate, we will still increase the GMIB protected value by
 subsequent invested purchase payments, reduced proportionally by withdrawals.

 Effect of Withdrawals
 In any contract year when the GMIB protected value is increasing at the rate
 of 5%, withdrawals will first reduce the GMIB protected value on a
 dollar-for-dollar basis, by the same dollar amount of the withdrawal up to the
 first 5% of GMIB protected value calculated on the contract anniversary (or,
 during the first contract year, on the contract date). Any withdrawals made
 after the dollar-for-dollar limit has been reached will proportionally reduce
 the GMIB protected value. We calculate the proportional reduction by dividing
 the Contract Value after the withdrawal by the Contract Value immediately
 following the withdrawal of any available dollar-for-dollar amount. The
 resulting percentage is multiplied by the GMIB protected value after
 subtracting the amount of the withdrawal that does not exceed 5%. In each
 contract year during which the GMIB protected value has stopped increasing at
 the 5% rate, withdrawals will reduce the GMIB protected value proportionally.
 The GMIB roll-up cap is reduced by the sum of all reductions described above.

 The following examples of dollar-for-dollar and proportional reductions
 assume: 1.) the contract date and the effective date of the GMIB are
 January 1, 2006; 2.) an initial purchase payment of $250,000; 3.) an initial
 GMIB protected value of $250,000; 4.) an initial 200% cap of $500,000; and 5.)
 an initial dollar-for-dollar limit of $12,500 (5% of $250,000):

 Example 1. Dollar-For-Dollar Reduction
 A $10,000 withdrawal is taken on February 1, 2006 (in the first contract
 year). No prior withdrawals have been taken. Immediately prior to the
 withdrawal, the GMIB protected value is $251,038.10 (the initial value
 accumulated for 31 days at an annual effective rate of 5%). As the amount
 withdrawn is less than the dollar-for-dollar limit:
..   The GMIB protected value is reduced by the amount withdrawn (i.e., by
    $10,000, from $251,038.10 to $241,038.10).
..   The GMIB 200% cap is reduced by the amount withdrawn (i.e., by $10,000,
    from $500,000 to $490,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first contract year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-For-Dollar and Proportional Reductions
 A second $10,000 withdrawal is taken on March 1, 2006 (still within the first
 contract year). Immediately before the withdrawal, the Contract Value is
 $220,000 and the GMIB protected value is $241,941.95. As the amount withdrawn
 exceeds the Remaining Limit of $2,500 from Example 1:
..   The GMIB protected value is first reduced by the Remaining Limit (from
    $241,941.95 to $239,441.95).
..   The result is then further reduced by the ratio of A to B, where:
..   A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
    $7,500).
..   B is the Contract Value less the Remaining Limit ($220,000 - $2,500, or
    $217,500). The resulting GMIB protected value is: $239,441.95 X (1 -
    ($7,500/$217,500)), or $231,185.33.
..   The GMIB 200% cap is reduced by the sum of all reductions above ($490,000 -
    $2,500 - $8,256.62, or $479,243.38).
..   The Remaining Limit is set to zero (0) for the balance of the first
    contract year.

 Example 3. Dollar-For-Dollar Limit in Second Contract Year
 A $10,000 withdrawal is made on the first anniversary of the contract date,
 January 1, 2007 (second contract year). Prior to the withdrawal, the GMIB
 protected value is $240,837.69. The dollar-for-dollar limit is equal to 5% of
 this amount, or $12,041.88. As the amount withdrawn is less than the
 dollar-for-dollar limit:
..   The GMIB protected value is reduced by the amount withdrawn (i.e., reduced
    by $10,000, from $240,837.69 to $230,837.69).
..   The GMIB 200% cap is reduced by the amount withdrawn (i.e., by $10,000,
    from $479,243.38 to $469,243.38).
..   The Remaining Limit for the balance of the second contract year is also
    reduced by the amount withdrawn (from $12,041.88 to $2,041.88).

 GMIB Reset Feature
 You may elect to "reset" your GMIB protected value to equal your current
 Contract Value twice over the life of the contract. You may only exercise this
 reset option if the annuitant has not yet reached his or her 76/th/ birthday.
 If you reset, you must wait a new

                                      45



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued

 7-year period from the most recent reset to exercise the Guaranteed Minimum
 Income Benefit. Further, we will reset the GMIB roll-up cap to equal two times
 the GMIB protected value as of such date. Additionally, if you reset, we will
 determine the GMIB payout amount by using the GMIB guaranteed annuity purchase
 rates (specified in your contract) based on the number of years since the most
 recent reset. These purchase rates may be less advantageous than the rates
 that would have applied absent a reset.

 Payout Amount
 The Guaranteed Minimum Income Benefit payout amount is based on the age and
 sex (where applicable) of the annuitant (and, if there is one, the
 co-annuitant). After we first deduct a charge for any applicable premium taxes
 that we are required to pay, the payout amount will equal the greater of:
 1) the GMIB protected value as of the date you exercise the GMIB payout
    option, applied to the GMIB guaranteed annuity purchase rates (which are
    generally less favorable than the annuity purchase rates for annuity
    payments not involving GMIB) and based on the annuity payout option as
    described below, or
 2) the adjusted Contract Value--that is, the value of the contract adjusted
    for any market value adjustment minus any charge we impose for premium
    taxes and withdrawal charges--as of the date you exercise the GMIB payout
    option applied to the current annuity purchase rates then in use.

 GMIB Annuity Payout Options
 We currently offer two Guaranteed Minimum Income Benefit annuity payout
 options. Each option involves payment for at least a period certain of ten
 years. In calculating the amount of the payments under the GMIB, we apply
 certain assumed interest rates, equal to 2% annually for a waiting period of
 7-9 years, and 2.5% annually for waiting periods of 10 years or longer for
 contracts sold on or after January 20, 2004, or upon subsequent state approval
 (and 2.5% annually for a waiting period of 7-9 years, 3% annually for a
 waiting period of 10-14 years, and 3.5% annually for waiting periods of 15
 years or longer for all other contracts).

 GMIB Option 1
 Single Life Payout Option: We will make monthly payments for as long as the
 annuitant lives, with payments for a period certain. We will stop making
 payments after the later of the death of the annuitant or the end of the
 period certain.

 GMIB Option 2
 Joint Life Payout Option: In the case of an annuitant and co-annuitant, we
 will make monthly payments for the joint lifetime of the annuitant and
 co-annuitant, with payments for a period certain. If the co-annuitant dies
 first, we will continue to make payments until the later of the death of the
 annuitant and the end of the period certain. If the annuitant dies first, we
 will continue to make payments until the later of the death of the
 co-annuitant and the end of the period certain, but if the period certain ends
 first, we will reduce the amount of each payment to 50% of the original amount.

 You have no right to withdraw amounts early under either GMIB payout option.
 We may make other payout frequencies available, such as quarterly,
 semi-annually or annually.

 Because we do not impose a new waiting period for each subsequent purchase
 payment, if you choose the Guaranteed Minimum Income Benefit, we reserve the
 right to limit subsequent purchase payments if we discover that by the timing
 of your purchase payments, your GMIB protected value is increasing in ways we
 did not intend. In determining whether to limit purchase payments, we will
 look at purchase payments which are disproportionately larger than your
 initial purchase payment and other actions that may artificially increase the
 GMIB protected value. Certain state laws may prevent us from limiting your
 subsequent purchase payments. You must exercise one of the GMIB payout options
 described above no later than 30 days after the contract anniversary
 coinciding with or next following the annuitant's attainment of age 95 (age 92
 for contracts used as a funding vehicle for IRAs).

 You should note that GMIB is designed to provide a type of insurance that
 serves as a safety net only in the event that your Contract Value declines
 significantly due to negative investment performance. If your Contract Value
 is not significantly affected by negative investment performance, it is
 unlikely that the purchase of GMIB will result in your receiving larger
 annuity payments than if you had not purchased GMIB. This is because the
 assumptions that we use in computing the GMIB, such as the annuity purchase
 rates, (which include assumptions as to age-setbacks and assumed interest
 rates), are more conservative than the assumptions that we use in computing
 non-GMIB annuity payout options. Therefore, you may generate higher income
 payments if you were to annuitize a lower Contract Value at the current
 annuity purchase rates, than if you were to annuitize under the GMIB with a
 higher GMIB protected value than your Contract Value but at the annuity
 purchase rates guaranteed under the GMIB.

 Terminating the Guaranteed Minimum Income Benefit
 The Guaranteed Minimum Income Benefit cannot be terminated by the owner once
 elected. The GMIB automatically terminates as of the date the contract is
 fully surrendered, on the date the death benefit is payable to your
 beneficiary (unless your surviving

                                      46



 spouse elects to continue the contract), or on the date that your Contract
 Value is transferred to begin making annuity payments. The GMIB may also be
 terminated if you designate a new annuitant who would not be eligible to elect
 the GMIB based on his or her age at the time of the change.

 Upon termination of the GMIB, we will deduct the charge from your Contract
 Value for the portion of the contract year since the prior contract
 anniversary (or the contract date if in the first contract year).

 HOW WE DETERMINE ANNUITY PAYMENTS
 Generally speaking, the annuity phase of the contract involves our
 distributing to you in increments the value that you have accumulated. We make
 these incremental payments either over a specified time period (e.g., 15
 years) (fixed period annuities) or for the duration of the life of the
 annuitant (and possibly co-annuitant) (life annuities). There are certain
 assumptions that are common to both fixed period annuities and life annuities.
 In each type of annuity, we assume that the value you apply at the outset
 toward your annuity payments earns interest throughout the payout period. For
 annuity options within the GMIB, this interest rate ranges from 2% to 2.5% for
 contracts sold on or after January 20, 2004, or upon subsequent state approval
 (and 2.5% to 3.5% for all other contracts). For non-GMIB annuity options, the
 guaranteed minimum rate is 3%. The GMIB guaranteed annuity purchase rates in
 your contract depict the minimum amounts we will pay (per $1000 of adjusted
 Contract Value). If our current annuity purchase rates on the annuity date are
 more favorable to you than the guaranteed rates, we will make payments based
 on those more favorable rates.

 Other assumptions that we use for life annuities and fixed period annuities
 differ, as detailed in the following overview:

 Fixed Period Annuities
 Currently, we offer fixed period annuities only under the Income Appreciator
 Benefit and non-GMIB annuity options. Generally speaking, in determining the
 amount of each annuity payment under a fixed period annuity, we start with the
 adjusted Contract Value, add interest assumed to be earned over the fixed
 period, and divide the sum by the number of payments you have requested. The
 life expectancy of the annuitant and co-annuitant are relevant to this
 calculation only in that we will not allow you to select a fixed period that
 exceeds life expectancy.

 Life Annuities
 There are more variables that affect our calculation of life annuity payments.
 Most importantly, we make several assumptions about the annuitant's or
 co-annuitant's life expectancy, including the following:
..   The Annuity 2000 Mortality Table is the starting point for our life
    expectancy assumptions. This table anticipates longevity of an insured
    population based on historical experience and reflecting anticipated
    experience for the year 2000.

 Guaranteed and GMIB Annuity Payments
 Because life expectancy has lengthened over the past few decades, and likely
 will increase in the future, our life annuity calculations anticipate these
 developments. We do this largely by making a hypothetical reduction in the age
 of the annuitant (or co-annuitant), in lieu of using the annuitant's (or
 co-annuitant's) actual age, in calculating the payment amounts. By using such
 a reduced age, we base our calculations on a younger person, who generally
 would live longer and therefore draw life annuity payments over a longer time
 period. Given the longer pay-out period, the payments made to the younger
 person would be less than those made to an older person. We make two such age
 adjustments:
 1. First, for all annuities, we start with the age of the annuitant (or
    co-annuitant) on his/her most recent birthday and reduce that age by either
    (a) four years, for life annuities under the GMIB sold in contracts on or
    after January 20, 2004, or upon subsequent state approval or (b) two years,
    with respect to guaranteed payments under life annuities not involving
    GMIB, as well as GMIB payments under contracts not described in
    (a) immediately above. For the reasons explained above in this section, the
    four year age reduction causes a greater reduction in the amount of the
    annuity payments than does the two-year age reduction.
 2. Second, for life annuities under both versions of GMIB as well as
    guaranteed payments under life annuities not involving GMIB, we make a
    further age reduction according to the table in your contract entitled
    "Translation of Adjusted Age." As indicated in the table, the further into
    the future the first annuity payment is, the longer we expect the person
    receiving those payments to live, and the more we reduce the annuitant's
    (or co-annuitant's) age.

 Current Annuity Payments
 Immediately above, we have referenced how we determine annuity payments based
 on "guaranteed" annuity purchase rates. By "guaranteed" annuity purchase
 rates, we mean the minimum annuity purchase rates that are set forth in your
 annuity contract and thus contractually guaranteed by us. "Current" annuity
 purchase rates, in contrast, refer to the annuity purchase rates that we are
 applying to contracts that are entering the annuity phase at a given point in
 time. These current annuity purchase rates vary from period to period,
 depending on changes in interest rates and other factors. We do not guarantee
 any particular level of current annuity purchase rates. When calculating
 current annuity purchase rates, we use the actual age of the annuitant (or
 co-annuitant), rather than any reduced age.


                                      47



 4: WHAT IS THE DEATH BENEFIT?

 BENEFICIARY
 The beneficiary is the person(s) or entity you name to receive any death
 benefit. The beneficiary is named at the time the contract is issued, unless
 you change it at a later date. Unless an irrevocable beneficiary has been
 named, during the accumulation period you can change the beneficiary at any
 time before the owner dies. However, if the contract is jointly owned, the
 owner must name the joint owner and the joint owner must name the owner as the
 beneficiary. For entity-owned contracts, we pay a death benefit upon the death
 of the annuitant.

 CALCULATION OF THE DEATH BENEFIT

 If the owner or joint owner dies during the accumulation phase, we will, upon
 receiving the appropriate proof of death and any other needed documentation in
 good order (proof of death), pay a death benefit to the beneficiary designated
 by the deceased owner or joint owner. If there is a sole owner and there is
 only one beneficiary who is the owner's spouse on the date of death, then the
 surviving spouse may continue the contract under the Spousal Continuance
 Option. If there are an owner and joint owner of the contract, and the owner's
 spouse is both the joint owner and the beneficiary on the date of death, then,
 at the death of the first to die, the death benefit will be paid to the
 surviving owner or the surviving owner may continue the contract under the
 Spousal Continuance Option.


 Upon receiving appropriate proof of death, the beneficiary will receive the
 greater of the following:

 1) The current Contract Value (as of the time we receive proof of death in
    good order). If you have purchased the Contract With Credit, we will first
    deduct any credit corresponding to a purchase payment made within one year
    of death. We impose no market value adjustment on Contract Value held
    within the market value adjustment option when a death benefit is paid.
 2) Either the base death benefit, which equals the total invested purchase
    payments you have made proportionally reduced by any withdrawals, or,
    (i) if you have chosen a Guaranteed Minimum Death Benefit (GMDB), the GMDB
    protected value or (ii) if you have chosen the Highest Daily Value Death
    Benefit, a death benefit equal to the highest daily value (computed as
    described below in this section).

 GUARANTEED MINIMUM DEATH BENEFIT
 The Guaranteed Minimum Death Benefit provides for the option to receive an
 enhanced death benefit upon the death of the sole owner or the first to die of
 the owner or joint owner during the accumulation phase. You cannot elect a
 GMDB option if you choose the Highest Daily Value Death Benefit.

 The GMDB protected value option can be equal to the:
..   GMDB roll-up,
..   GMDB step-up, or
..   Greater of the GMDB roll-up and the GMDB step-up.

 The GMDB protected value is calculated daily.

 GMDB Roll-Up
 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS LESS THAN AGE
 80 ON THE CONTRACT DATE, the GMDB roll-up is equal to the invested purchase
 payments, increased daily at an effective annual interest rate of 5% starting
 on the date that each invested purchase payment is made. The GMDB roll-up
 value will increase by subsequent invested purchase payments and reduce by the
 effect of withdrawals.

 We stop increasing the GMDB roll-up by the effective annual interest rate on
 the later of:
..   the contract anniversary coinciding with or next following the sole owner's
    or older owner's 80/th/ birthday, or
..   the 5th contract anniversary.

 However, the GMDB protected value will still increase by subsequent invested
 purchase payments and reduce by the effect of withdrawals.

 Withdrawals will first reduce the GMDB protected value on a dollar-for-dollar
 basis up to the first 5% of GMDB protected value calculated on the contract
 anniversary (on the contract date in the first contract year), then
 proportionally by any amounts exceeding the 5%.

 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS BETWEEN AGE 80
 AND 85 ON THE CONTRACT DATE, the GMDB roll-up is equal to the invested
 purchase payments, increased daily at an effective annual interest rate of 3%
 of all invested purchase payments, starting on the date that each invested
 purchase payment is made. We will increase the GMDB roll-up by subsequent
 invested purchase payments and reduce it by the effect of withdrawals.

                                      48



 We stop increasing the GMDB roll-up by the effective annual interest rate on
 the 5th contract anniversary. However we will continue to reduce the GMDB
 protected value by the effect of withdrawals.

 Withdrawals will first reduce the GMDB protected value on a dollar-for-dollar
 basis up to the first 3% of GMDB protected value calculated on the contract
 anniversary (on the contract date in the first contract year), then
 proportionally by any amounts exceeding the 3%.

 GMDB Step-Up
 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS LESS THAN AGE
 80 ON THE CONTRACT DATE, the GMDB step-up before the first contract
 anniversary is the initial invested purchase payment increased by subsequent
 invested purchase payments, and proportionally reduced by the effect of
 withdrawals. The GMDB step-up on each contract anniversary will be the greater
 of the previous GMDB step-up and the Contract Value as of such contract
 anniversary. Between contract anniversaries, the GMDB step-up will increase by
 invested purchase payments and reduce proportionally by withdrawals.

 We stop increasing the GMDB step-up by any appreciation in the Contract Value
 on the later of:
..   the contract anniversary coinciding with or next following the sole or
    older owner's 80/th/ birthday, or
..   the 5th contract anniversary.

 However, we still increase the GMDB protected value by subsequent invested
 purchase payments and proportionally reduce it by withdrawals.

 Here is an example of a proportional reduction:

 The current Contract Value is $100,000 and the protected value is $80,000. The
 owner makes a withdrawal that reduces the Contract Value by 25% (including the
 effect of any withdrawal charges). The new protected value is $60,000, or 75%
 of what it was before the withdrawal.

 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS BETWEEN AGE 80
 AND 85 ON THE CONTRACT DATE, the GMDB step-up before the third contract
 anniversary is the sum of invested purchase payments, reduced by the effect of
 withdrawals. On the third contract anniversary, we will adjust the GMDB
 step-up to the greater of the then current GMDB step-up or the Contract Value
 as of that contract anniversary. Thereafter, we will only increase the GMDB
 protected value by subsequent invested purchase payments and proportionally
 reduce it by withdrawals.

 Special rules apply if the beneficiary is the spouse of the owner, and the
 contract does not have a joint owner. In that case, upon the death of the
 owner, the spouse will have the choice of the following:

..   If the sole beneficiary under the contract is the owner's spouse, and the
    other requirements of the Spousal Continuance Option are met, then the
    contract can continue, and the spouse will become the new owner of the
    contract; or
..   The spouse can receive the death benefit. A surviving spouse who is
    eligible for the Spousal Continuance Option must choose between that
    benefit and receiving the death benefit during the first 60 days following
    our receipt of proof of death.


 If ownership of the contract changes as a result of the owner assigning it to
 someone else, we will reset the value of the death benefit to equal the
 Contract Value on the date the change of ownership occurs, and for purposes of
 computing the future death benefit, we will treat that Contract Value as a
 purchase payment occurring on that date.

 Depending on applicable state law, some death benefit options may not be
 available or may be subject to certain restrictions under your contract.

 SPECIAL RULES IF JOINT OWNERS

 If the contract has an owner and a joint owner and they are spouses at the
 time that one dies, the Spousal Continuance Option may apply. If the contract
 has an owner and a joint owner and they are not spouses at the time one dies,
 we will pay the death benefit and the contract will end. Joint ownership may
 not be allowed in your state.


 HIGHEST DAILY VALUE DEATH BENEFIT

 The Highest Daily Value Death Benefit (HDV) is a feature under which the death
 benefit may be "stepped-up" on a daily basis to reflect increasing Contract
 Value. HDV is currently being offered in those jurisdictions where we have
 received regulatory approval. Certain terms and conditions may differ between
 jurisdictions once approved. The HDV is not available if you elect the
 Guaranteed Minimum Death Benefit. Currently, HDV can only be elected at the
 time you purchase your contract. Please note that you may not terminate the
 HDV death benefit once elected. Moreover, because this benefit may not be
 terminated once elected, you must, as detailed below, keep your Contract Value
 allocated to certain asset allocation portfolios.



                                      49



 4: WHAT IS THE DEATH BENEFIT? continued

 Under HDV, the amount of the benefit depends on whether the "target date" is
 reached. The target date is reached upon the later of the contract anniversary
 coinciding with or next following the elder owner's (or annuitant's, if entity
 owned) 80/th/ birthday or five years after the contract date. Prior to the
 target date, the death benefit amount is increased on any business day if the
 Contract Value on that day exceeds the most recently determined death benefit
 amount under this option. These possible daily adjustments cease on and after
 the target date, and instead adjustments are made only for purchase payments
 and withdrawals.

 IF THE CONTRACT HAS ONE CONTRACT OWNER, the contract owner must be age 79 or
 less at the time the HDV is elected. If the contract has joint owners, the
 older owner must be age 79 or less. If there are joint owners, death of the
 owner refers to the first to die of the joint owners. If the contract is owned
 by an entity, the annuitant must be age 79 or less, and death of the contract
 owner refers to the death of the annuitant.


 Owners electing this benefit prior to December 5, 2005, were required to
 allocate Contract Value to one or more of the following asset allocation
 portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
 Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
 Allocation Portfolio. Owners electing this benefit on or after December 5,
 2005 must allocate Contract Value to one or more of the following asset
 allocation portfolios of Advanced Series Trust: AST Capital Growth Asset
 Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST
 Conservative Asset Allocation Portfolio, AST Preservation Asset Allocation
 Portfolio or to the AST Advanced Strategies Portfolio, AST First Trust
 Balanced Target Portfolio, AST First Trust Capital Appreciation Target
 Portfolio, AST UBS Dynamic Alpha Portfolio, AST American Century Strategic
 Allocation Portfolio or AST T. Rowe Price Asset Allocation Portfolio. In
 general, you must allocate your Contract Value in accordance with the
 then-available option(s) that we may prescribe, in order to elect and maintain
 the Highest Daily Value death benefit. If, subsequent to your election of the
 benefit, we change our requirements for how Contract Value must be allocated
 under the benefit, that new requirement will apply only to new elections of
 the benefit, and will not compel you to re-allocate your Contract Value in
 accordance with our newly-adopted requirements. All subsequent transfers and
 purchase payments will be subject to the new investment limitations.


 The HDV death benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

 IF THE CONTRACT OWNER DIES BEFORE THE DEATH BENEFIT TARGET DATE, THE DEATH
 BENEFIT EQUALS THE GREATER OF:
..   the base death benefit; and
..   the HDV as of the contract owner's date of death.

 IF THE CONTRACT OWNER DIES ON OR AFTER THE DEATH BENEFIT TARGET DATE, THE
 DEATH BENEFIT EQUALS THE GREATER OF:
..   the base death benefit; and
..   the HDV on the Death Benefit Target Date plus the sum of all purchase
    payments less the sum of all proportional withdrawals since the Death
    Benefit Target Date.

 The amount determined by this calculation is increased by any purchase
 payments received after the contract owner's date of death and decreased by
 any proportional withdrawals since such date.

 CALCULATION OF THE HIGHEST DAILY VALUE DEATH BENEFIT

 Examples of Highest Daily Value Death Benefit Calculation
 The following are examples of how the HDV death benefit is calculated. Each
 example assumes an initial purchase payment of $50,000. Each example assumes
 that there is one contract owner who is age 70 on the contract date.

 Example with market increase and death before Death Benefit Target Date
 Assume that the contract owner's Contract Value has generally been increasing
 due to positive market performance and that no withdrawals have been made. On
 the date we receive due proof of death, the Contract Value is $75,000;
 however, the Highest Daily Value was $90,000. Assume as well that the contract
 owner has died before the Death Benefit Target Date. The death benefit is
 equal to the greater of HDV or the base death benefit. The death benefit would
 be the Highest Daily Value ($90,000) because it is greater than the amount
 that would have been payable under the base death benefit ($75,000).

                                      50



 Example with withdrawals
 Assume that the Contract Value has been increasing due to positive market
 performance and the contract owner made a withdrawal of $15,000 in contract
 year 7 when the Contract Value was $75,000. On the date we receive due proof
 of death, the Contract Value is $80,000; however, the Highest Daily Value
 ($90,000) was attained during the fifth contract year. Assume as well that the
 contract owner has died before the Death Benefit Target Date. The Death
 Benefit is equal to the greater of the Highest Daily Value (proportionally
 reduced by the subsequent withdrawal) or the base death benefit.


                          
         Highest Daily Value   =$90,000 - [$90,000 * $15,000/$75,000]
                               =$90,000 - $18,000
                               =$72,000



                  
  Base Death Benefit   =max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                       =max [$80,000, $40,000]
                       =$80,000
                     The death benefit therefore is $80,000.


 Example with death after Death Benefit Target Date
 Assume that the contract owner's Contract Value has generally been increasing
 due to positive market performance and that no withdrawals had been made prior
 to the Death Benefit Target Date. Further assume that the contract owner dies
 after the Death Benefit Target Date, when the Contract Value is $75,000. The
 Highest Daily Value on the Death Benefit Target Date was $80,000; however,
 following the Death Benefit Target Date, the contract owner made a purchase
 payment of $15,000 and later had taken a withdrawal of $5,000 when the
 Contract Value was $70,000. The death benefit is equal to the greater of the
 Highest Daily Value on the Death Benefit Target Date plus purchase payments
 minus proportional withdrawals after the Death Benefit Target Date or the base
 death benefit.


                 
Highest Daily Value   =$80,000 + $15,000 - [($80,000 + $15,000) * $5,000/$70,000]
                      =$80,000 + $15,000 - $6,786
                      =$88,214



                
Base Death Benefit   =max [$75,000, ($50,000 + $15,000) - [($50,000 + $15,000) * $5,000/$70,000]]
                     =max [$75,000, $60,357]
                     =$75,000
                   The death benefit therefore is $88,214.


 PAYOUT OPTIONS
 The beneficiary may, within 60 days of providing proof of death, choose to
 take the death benefit under one of several death benefit payout options
 listed below.


 Originally, a beneficiary could, within 60 days of providing proof of death,
 take the death benefit as follows:

 Choice 1. Lump sum payment of the death benefit. If the beneficiary does not
 choose a payout option within sixty days, the beneficiary will receive this
 payout option.

 Choice 2. The payment of the entire death benefit within a period of 5 years
 from the date of death of the first-to-die of the owner or joint owner.

 The entire death benefit will include any increases or losses resulting from
 the performance of the variable or fixed interest rate options during this
 period. During this period the beneficiary may: reallocate the Contract Value
 among the variable, fixed interest rate, or the market value adjustment
 options; name a beneficiary to receive any remaining death benefit in the
 event of the beneficiary's death; and make withdrawals from the Contract
 Value, in which case, any such withdrawals will not be subject to any
 withdrawal charges. However, the beneficiary may not make any purchase
 payments to the contract.

 During this 5 year period, we will continue to deduct from the death benefit
 proceeds the charges and costs that were associated with the features and
 benefits of the contract. Some of these features and benefits may not be
 available to the beneficiary, such as the Guaranteed Minimum Income Benefit.

 Choice 3. Payment of the death benefit under an annuity or annuity settlement
 option over the lifetime of the beneficiary or over a period not extending
 beyond the life expectancy of the beneficiary with distribution beginning
 within one year of the date of death of the owner.


                                      51



 4: WHAT IS THE DEATH BENEFIT? continued



 If the owner and joint owner are spouses, any portion of the death benefit not
 applied under Choice 3 within one year of the date of death of the first to
 die must be distributed within five years of that date of death.

 The tax consequences to the beneficiary vary among the three death benefit
 payout options. See Section 9, "What Are The Tax Considerations Associated
 With The Strategic Partners Plus Contract?"

 With respect to death benefits paid after or on March 19, 2007, unless the
 surviving spouse opts to continue the contract (or spousal continuance is
 required under the terms of your contract), a beneficiary of the death benefit
 may, within 60 days of providing proof of death, also take the death benefit
 as indicated above or as follows:

  .   As a lump sum. If the beneficiary does not choose a payout option within
      sixty days, the beneficiary will be paid in this manner; or
  .   As payment of the entire death benefit within a period of 5 years from
      the date of death; or
  .   As a series of payments not extending beyond the life expectancy of the
      beneficiary, or over the life of the beneficiary. Payments under this
      option must begin within one year of the date of death; or
  .   As the beneficiary continuation option, described immediately below.

 BENEFICIARY CONTINUATION OPTION
 Instead of receiving the death benefit in a single payment, or under an
 annuity option, a beneficiary may take the death benefit under an alternative
 death benefit payment option, as provided by the Code. This "Beneficiary
 Continuation Option" is described below and is only available for an IRA, Roth
 IRA, SEP IRA, 403(b), or a non-qualified contract.

 Under the beneficiary continuation option:

  .   The Owner's contract will be continued in the Owner's name, for the
      benefit of the beneficiary.
  .   The beneficiary will be charged an amount equal to 1.00% daily against
      the average daily net assets allocated to the variable investment options.
  .   The beneficiary will incur an annual maintenance fee equal to the lesser
      of $30 or 2% of Contract Value if the Contract Value is less than $25,000
      at the time the fee is assessed. The fee will not apply if it is assessed
      30 days prior to a surrender request.
  .   The initial Contract Value will be equal to any death benefit (including
      any optional death benefit) that would have been payable to the
      beneficiary if they had taken a lump sum distribution.
  .   The available variable investment options will be among those available
      to the Owner at the time of death, however certain variable investment
      options may not be available.
  .   The beneficiary may request transfers among variable investment options,
      subject to the same limitations and restrictions that applied to the
      Owner. Transfers in excess of 20 per year will incur a $10 transfer fee.
  .   No additional Purchase Payments can be applied to the contract.
  .   The basic death benefit and any optional benefits elected by the Owner
      will no longer apply to the beneficiary.
  .   The beneficiary can request a withdrawal of all or a portion of the
      Contract Value at any time without application of any applicable CDSC
      unless the Beneficiary Continuation Option was the payout predetermined
      by the owner and the owner restricted the beneficiary's withdrawal rights.
  .   Withdrawals are not subject to CDSC.
  .   Upon the death of the beneficiary, any remaining Contract Value will be
      paid in a lump sum to the person(s) named by the beneficiary, unless the
      beneficiary named a successor who may continue receiving payments.

 Currently only investment options corresponding to Portfolios of the Advanced
 Series Trust and the Prudential Money Market Portfolio of The Prudential
 Series Fund are available under the Beneficiary Continuation Option.

 Your beneficiary will be provided with a prospectus and a settlement agreement
 that will describe this option. Please contact us for additional information
 on the availability, restrictions and limitations that will apply to a
 beneficiary under the beneficiary continuation option. We may pay compensation
 to the selling broker-dealer based on amounts held in the Beneficiary
 Continuation Option.

 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS - CONTRACTS OWNED BY INDIVIDUALS
 (NOT ASSOCIATED WITH TAX-FAVORED PLANS)

 Except in the case of spousal continuance as described below, upon your death,
 certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.


                                      52




 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the annuity date, the death benefit must be
 distributed:
  .   by December 31/st/ of the year including the five year anniversary of the
      date of death; or
  .   as a series of annuity payments not extending beyond the life expectancy
      of the beneficiary or over the life of the beneficiary. Payments under
      this option must begin within one year of the date of death.

 Unless you have made an election prior to death benefit proceeds becoming due,
 a beneficiary can elect to receive the death benefit proceeds under the
 Beneficiary Continuation Option as described above in the section entitled
 "Beneficiary Continuation Option," or as a series of fixed annuity payments.
 See the section entitled "What Kind of Payments Will I Receive During the
 Income Phase?"

 Alternative Death Benefit Payment Options - Contracts Held by Tax-Favored Plans
 The Code provides for alternative death benefit payment options when a
 contract is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated beneficiary may generally elect to
 continue the contract and receive Required Minimum Distributions under the
 contract, instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the beneficiary is your surviving
 spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st/ of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life or life expectancy of the designated
      beneficiary (provided such payments begin by December 31/st/ of the year
      following the year of death). However, if your surviving spouse is the
      beneficiary, the death benefit can be paid out over the life or life
      expectancy of your spouse with such payments beginning no later than
      December 31/st/ of the year following the year of death or
      December 31/st/ of the year in which you would have reached age 70 1/2,
      which ever is later. Additionally, if the contract is payable to (or for
      the benefit of) your surviving spouse, that portion of the contract may
      be continued with your spouse as the owner.

  .   If you die before a designated beneficiary is named and before the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out within five years from the date of death. For
      contracts where multiple beneficiaries have been named and at least one
      of the beneficiaries does not qualify as a designated beneficiary and the
      account has not been divided into separate accounts by December 31st of
      the year following the year of death, such contract is deemed to have no
      designated beneficiary.

  .   If you die before a designated beneficiary is named and after the date
      Required Minimum Distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 31st of the year following the year of death, such contract
      is deemed to have no designated beneficiary.

 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the Minimum Distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date Required Minimum Distributions must begin under
 the Code.

 The tax consequences to the beneficiary may vary among the different death
 benefit payment options. See the Tax Considerations section of this
 prospectus, and consult your tax advisor.

 EARNINGS APPRECIATOR BENEFIT

 The Earnings Appreciator Benefit (EAB) is an optional, supplemental death
 benefit that provides a benefit payment upon the death of the sole owner or
 first-to-die of the owner or joint owner during the accumulation phase. Any
 Earnings Appreciator Benefit payment we make will be in addition to any other
 death benefit payment we make under the contract. This feature may not be
 available in your state.

                                      53



 4: WHAT IS THE DEATH BENEFIT? continued


 The Earnings Appreciator Benefit is designed to provide a beneficiary with
 additional funds when we pay a death benefit in order to defray the impact
 taxes may have on that payment. Because individual circumstances vary, you
 should consult with a qualified tax advisor to determine whether it would be
 appropriate for you to elect the Earnings Appreciator Benefit.

 If you want the Earnings Appreciator Benefit, you generally must elect it at
 the time you apply for the contract. If you elect the Earnings Appreciator
 Benefit, you may not later revoke it. You may, if you wish, select both the
 Earnings Appreciator Benefit and the Highest Daily Value Death Benefit.

 Upon our receipt of proof of death in good order, we will determine an
 Earnings Appreciator Benefit by multiplying the Earnings Appreciator Benefit
 percentage below by the lesser of: (i) the then-existing amount of earnings
 under the contract, or (ii) an amount equal to 3 times the sum of all purchase
 payments previously made under the contract.

 For purposes of computing earnings and purchase payments under the Earnings
 Appreciator Benefit, we calculate earnings as the difference between the
 Contract Value and the sum of all purchase payments. Withdrawals reduce
 earnings first, then purchase payments, on a dollar-for-dollar basis.

 EAB percentages are as follows:
..   40% if the owner is age 70 or younger on the date the application is signed.
..   25% if the owner is between ages 71 and 75 on the date the application is
    signed.
..   15% if the owner is between ages 76 and 79 on the date the application is
    signed.

If the contract is owned jointly, the age of the older of the owner or joint
owner determines the EAB percentage.


If the surviving spouse is continuing the contract in accordance with the
Spousal Continuance Option (See "Spousal Continuance Option" below), the
following conditions apply:
..   In calculating the Earnings Appreciator Benefit, we will use the age of the
    surviving spouse at the time that the Spousal Continuance Option is
    activated to determine the applicable EAB percentage.
..   We will not allow the surviving spouse to continue the Earnings Appreciator
    Benefit (or bear the charge associated with this benefit) if he or she is
    age 80 or older on the date that the Spousal Continuance Option is
    activated.
..   If the Earnings Appreciator Benefit is continued, we will calculate any
    applicable Earnings Appreciator Benefit payable upon the surviving spouse's
    death by treating the Contract Value (as adjusted under the terms of the
    Spousal Continuance Option) as the first purchase payment.


 Terminating the Earnings Appreciator Benefit
 The Earnings Appreciator Benefit will terminate on the earliest of:
..   the date you make a total withdrawal from the contract,

..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Option,

..   the date the contract terminates, or
..   the date you annuitize the contract.

 Upon termination of the Earnings Appreciator Benefit, we cease imposing the
 associated charge.


 SPOUSAL CONTINUANCE OPTION
 This benefit is available if, on the date we receive proof of the owner's
 death (or annuitant's death, for custodial contracts) in good order (1) there
 is only one owner of the contract and there is only one beneficiary who is the
 owner's spouse, or (2) there are an owner and joint owner of the contract, and
 the joint owner is the owner's spouse and the owner's beneficiary under the
 contract or (3) the contract is held by a custodial account established to
 hold retirement assets for the benefit of the natural person annuitant
 pursuant to the provisions of Section 408(a) of the Internal Revenue Code (or
 any successor Code section thereto)("Custodial Account"), and the custodian of
 the account has elected to continue the contract, and designate the surviving
 spouse as annuitant. Continuing the contract in the latter scenario will
 result in the contract no longer qualifying for tax deferral under the
 Internal Revenue Code. However, such tax deferral should result from the
 ownership of the contract by the Custodial Account. Spousal continuance may
 also be available where the contract is owned by certain other types of
 entity-owners. Please consult your tax or legal adviser.


 In no event, however, can the annuitant be older than the maximum age for
 annuitization on the date of the owner's death, nor can the surviving spouse
 be older than 95 on the date of the owner's death (or the annuitant's death,
 in the case of a custodially-owned contract referenced above). Assuming the
 above conditions are present, the surviving spouse (or custodian, for the
 custodially-

                                      54




 owned contracts referenced above) can elect the Spousal Continuance Option,
 but must do so no later than 60 days after furnishing proof of death in good
 order.Upon activation of the Spousal Continuance Option, the Contract Value is
 adjusted to equal the amount of the death benefit to which the surviving
 spouse would have been entitled. This Contract Value will serve as the basis
 for calculating any death benefit payable upon the death of the surviving
 spouse. We will allocate any increase in the adjusted Contract Value among the
 variable, fixed interest rate or market value adjustment options in the same
 proportions that existed immediately prior to the spousal continuance
 adjustment. We will waive the $1,000 minimum requirement for the market value
 adjustment option.

 Under the Spousal Continuance Option, we waive any potential withdrawal
 charges applicable to purchase payments made prior to activation of the
 Spousal Continuance Option. However, we will continue to impose withdrawal
 charges on purchase payments made after activation of this benefit. In
 addition, Contract Value allocated to the market value adjustment option will
 remain subject to a potential market value adjustment.

 IF YOU ELECTED THE BASE DEATH BENEFIT, then upon activation of the Spousal
 Continuance Option, we will adjust the Contract Value to equal the greater of:

..   the Contract Value, or
..   the sum of all invested purchase payments (adjusted for withdrawals),

 plus the amount of any applicable Earnings Appreciator Benefit.

 IF YOU ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GMDB ROLL-UP, we
 will adjust the Contract Value to equal the greater of:
..   the Contract Value, or
..   the GMDB roll-up,

 plus the amount of any applicable Earnings Appreciator Benefit.

 IF YOU HAVE ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GMDBSTEP-UP,
 we will adjust the Contract Value to equal the greater of:
..   the Contract Value, or
..   the GMDB step-up,

 plus the amount of any applicable Earnings Appreciator Benefit.

 IF YOU HAVE ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GREATER OF
 THE GMDB ROLL-UP AND GMDB STEP-UP, we will adjust the Contract Value to equal
 the greatest of:
..   the Contract Value,
..   the GMDB roll-up, or
..   the GMDB step-up,

 plus the amount of any applicable Earnings Appreciator Benefit.

 IF YOU HAVE ELECTED THE HIGHEST DAILY VALUE DEATH BENEFIT, we will adjust the
 Contract Value to equal the greater of:
..   the Contract Value, or
..   the Highest Daily Value,

 plus the amount of any applicable Earnings Appreciator Benefit.

 After we have made the adjustment to Contract Value set out immediately above,
 we will continue to compute the GMDB roll-up and the GMDB step-up, or HDV
 death benefit (as applicable), under the surviving spousal owner's contract,
 and will do so in accordance with the preceding discussion in this section.


 If the contract is being continued by the surviving spouse, the attained age
 of the surviving spouse will be the basis used in determining the death
 benefit payable under the Guaranteed Minimum Death Benefit or Highest Daily
 Value Death Benefit provisions of the contract. The contract may not be
 continued upon the death of a spouse who had assumed ownership of the contract
 through the exercise of the Spousal Continuance Option.


 IF YOU ELECTED THE GUARANTEED MINIMUM INCOME BENEFIT, it will be continued for
 the surviving spousal owner. All provisions of the Guaranteed Minimum Income
 Benefit (i.e., waiting period, GMIB roll-up cap, etc.) will remain the same as
 on the date of the owner's death. If the GMIB reset feature was never
 exercised, the surviving spousal owner can exercise the

                                      55



 4: WHAT IS THE DEATH BENEFIT? continued


 GMIB reset feature twice. If the original owner had previously exercised the
 GMIB reset feature once, the surviving spousal owner can exercise the GMIB
 reset once. However, the surviving spouse (or new annuitant designated by the
 surviving spouse) must be under 76 years of age at the time of reset. If the
 original owner had previously exercised the GMIB reset feature twice, the
 surviving spousal owner may not exercise the GMIB reset at all. If the
 attained age of the surviving spouse at activation of the Spousal Continuance
 Option, when added to the remainder of the GMIB waiting period to be
 satisfied, would preclude the surviving spouse from utilizing the Guaranteed
 Minimum Income Benefit, we will revoke the Guaranteed Minimum Income Benefit
 under the contract at that time and we will no longer charge for that benefit.

 IF YOU ELECTED THE LIFETIME FIVE INCOME BENEFIT, Spousal Lifetime Five or
 Highest Daily Lifetime Five Benefit, on the owner's death, the Benefit will
 end. However, if the owner's surviving spouse would be eligible to acquire the
 Benefit as if he/she were a new purchaser, then the surviving spouse may elect
 the Benefit under the Spousal Continuance Option. The surviving spouse (or new
 annuitant designated by the surviving spouse) must be at least 45 years of age
 at the time of election (55, for Highest Daily Lifetime Five and Spousal
 Lifetime Five).

 IF YOU ELECTED THE INCOME APPRECIATOR BENEFIT, on the owner's death (or
 first-to-die, in the case of joint owners), the Income Appreciator Benefit
 will end unless the contract is continued by the deceased owner's surviving
 spouse under the Spousal Continuance Option. If the contract is continued by
 the surviving spouse, we will continue to pay the balance of any Income
 Appreciator Benefit payments until the earliest to occur of the following:
 (a) the date on which 10 years' worth of IAB automatic withdrawal payments or
 IAB credits, as applicable, have been paid, (b) the latest date on which
 annuity payments would have had to have commenced had the owner not died
 (i.e., the contract anniversary coinciding with or next following the
 annuitant's 9/5th/ birthday), or (c) the contract anniversary coinciding with
 or next following the annuitants' surviving spouse's 95/th/ birthday.

 If the Income Appreciator Benefit has not been in force for 7 contract years,
 the surviving spouse may not activate the benefit until it has been in force
 for 7 contract years. If the attained age of the surviving spouse at
 activation of the Spousal Continuance Option, when added to the remainder of
 the Income Appreciator Benefit waiting period to be satisfied, would preclude
 the surviving spouse from utilizing the Income Appreciator Benefit, we will
 revoke the Income Appreciator Benefit under the contract at that time and we
 will no longer charge for that benefit. If the Income Appreciator Benefit has
 been in force for 7 contract years or more, but the benefit has not been
 activated, the surviving spouse may activate the benefit at any time after the
 contract has been continued. If the Income Appreciator Benefit is activated
 after the contract is continued by the surviving spouse, the Income
 Appreciator Benefit calculation will exclude any amount added to the contract
 at the time of spousal continuance resulting from any death benefit value
 exceeding the Contract Value.


 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT?

 LIFETIME FIVE INCOME BENEFIT
 The Lifetime Five Income Benefit (Lifetime Five) is an optional feature that
 guarantees your ability to withdraw amounts equal to a percentage of an
 initial principal value (called the "Protected Withdrawal Value"), regardless
 of the impact of market performance on your Contract Value, subject to our
 rules regarding the timing and amount of withdrawals. There are two
 options--one is designed to provide an annual withdrawal amount for life (the
 "Life Income Benefit") and the other is designed to provide a greater annual
 withdrawal amount (than the first option) as long as there is Protected
 Withdrawal Value (adjusted as described below) (the "Withdrawal Benefit"). If
 there is no Protected Withdrawal Value, the Withdrawal Benefit will be zero.
 You do not choose between these two options; each option will continue to be
 available as long as the annuity has a Contract Value and Lifetime Five is in
 effect. Certain benefits under Lifetime Five may remain in effect even if the
 Contract Value is zero. The option may be appropriate if you intend to make
 periodic withdrawals from your contract and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals--the guarantees are not lost if you withdraw
 less than the maximum allowable amount each year. Lifetime Five is only being
 offered in those jurisdictions where we have received regulatory approval and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved.

 Lifetime Five is subject to certain restrictions described below.

..   Currently, Lifetime Five can only be elected once each contract year, and
    only where the annuitant and the contract owner are the same person or, if
    the contract owner is an entity, where there is only one annuitant. We
    reserve the right to limit the election frequency in the future. Before
    making any such change to the election frequency, we will provide prior
    notice to contract owners who have an effective Lifetime Five Income
    Benefit.
..   The annuitant must be at least 45 years old when Lifetime Five is elected.

..   Lifetime Five may not be elected if you have elected any other optional
    living benefit.


                                      56



..   Owners electing this benefit prior to December 5, 2005, were required to
    allocate Contract Value to one or more of the following asset allocation
    portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
    Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
    Allocation Portfolio. Owners electing this benefit on or after December 5,
    2005 must allocate Contract Value to one or more of the following asset
    allocation portfolios of Advanced Series Trust: AST Capital Growth Asset
    Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST
    Conservative Asset Allocation Portfolio, and AST Preservation Asset
    Allocation Portfolio or to the AST Advanced Strategies Portfolio, AST First
    Trust Balanced Target Portfolio, AST First Trust Capital Appreciation
    Target Portfolio, AST UBS Dynamic Alpha Portfolio, AST American Century
    Strategic Allocation or AST T. Rowe Price Asset Allocation Portfolio. As
    specified in this paragraph, you generally must allocate your Contract
    Value in accordance with the then-available option(s) that we may
    prescribe, in order to elect and maintain Lifetime Five. If, subsequent to
    your election of the benefit, we change our requirements for how Contract
    Value must be allocated under the benefit, that new requirement will apply
    only to new elections of the benefit, and will not compel you to
    re-allocate your Contract Value in accordance with our newly-adopted
    requirements. All subsequent transfers and purchase payments will be
    subject to the new investment limitations.

 Protected Withdrawal Value

 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Life Income Benefit and the Withdrawal Benefit. The initial
 Protected Withdrawal Value is determined as of the date you make your first
 withdrawal under your contract following your election of Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of: (A) the
 Contract Value on the date you elect Lifetime Five, plus any additional
 Purchase Payments (and any Credits), each growing at 5% per year from the date
 of your election of the benefit, or application of the Purchase Payment to
 your contract, as applicable, until the date of your first withdrawal or the
 10th anniversary of the benefit effective date, if earlier; (B) the Contract
 Value on the date of the first withdrawal from your contract, prior to the
 withdrawal; (C) the highest Contract Value on each contract anniversary, plus
 subsequent Purchase Payments (plus any Credits) prior to the first withdrawal
 or the 10th anniversary of the benefit effective date, if earlier. With
 respect to A and C above, after the 10th anniversary of the benefit effective
 date, each value is increased by the amount of any subsequent Purchase
 Payments (plus any Credits).

..   If you elect Lifetime Five at the time you purchase your contract, the
    Contract Value will be your initial Purchase Payment (plus any Credits).
..   If you make additional Purchase Payments after your first withdrawal, the
    Protected Withdrawal Value will be increased by the amount of each
    additional Purchase Payment (plus any Credits).

 You may elect to step-up your Protected Withdrawal Value if, due to positive
 market performance, your Contract Value is greater than the Protected
 Withdrawal Value.


 If you elected Lifetime Five on or after March 20, 2006:
  .   You are eligible to step-up the Protected Withdrawal Value on or after
      the 1/st/ anniversary of the first withdrawal under Lifetime Five.
  .   The Protected Withdrawal Value can be stepped up again on or after the
      1/st/ anniversary of the preceding step-up.

 If you elected Lifetime Five prior to March 20, 2006:
  .   you are eligible to step-up the Protected Withdrawal Value on or after
      the 5th anniversary of the first withdrawal under Lifetime Five.
  .   the Protected Withdrawal Value can be stepped up again on or after the
      5th anniversary of the preceding step-up.

 In either scenario (i.e., elections before or after March 20, 2006) if you
 elect to step-up the Protected Withdrawal Value, and on the date you elect to
 step-up, the charges under Lifetime Five have changed for new purchasers, you
 may be subject to the new charge at the time of step-up. Upon election of the
 step-up, we increase the Protected Withdrawal Value to be equal to the then
 current Contract Value. For example, assume your initial Protected Withdrawal
 Value was $100,000 and you have made cumulative withdrawals of $40,000,
 reducing the Protected Withdrawal Value to $60,000. On the date you are
 eligible to step-up the Protected Withdrawal Value, your Contract Value is
 equal to $75,000. You could elect to step-up the Protected Withdrawal Value to
 $75,000 on the date you are eligible. If your current Annual Income Amount and
 Annual Withdrawal Amount are less than they would be if we did not reflect the
 step-up in Protected Withdrawal Value, then we will increase these amounts to
 reflect the step-up as described below.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force.

 If you elected Lifetime Five on or after March 20, 2006 and have also elected
 the Auto Step-Up feature:
  .   the first Auto Step-Up opportunity will occur on the 1st Contract
      Anniversary that is at least one year after the later of (1) the date of
      the first withdrawal under Lifetime Five or (2) the most recent step-up.
  .   your Protected Withdrawal Value will only be stepped-up if 5% of the
      Contract Value is greater than the Annual Income Amount by any amount.

                                      57



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued

  .   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
      Value is not greater than the Annual Income Amount, an Auto Step-Up
      opportunity will occur on each successive Contract Anniversary until a
      step-up occurs.
  .   once a step-up occurs, the next Auto Step-Up opportunity will occur on
      the 1st Contract Anniversary that is at least one year after the most
      recent step-up.

 If you elected Lifetime Five prior to March 20, 2006 and have also elected the
 Auto Step-Up feature:
  .   the first Auto Step-Up opportunity will occur on the Contract Anniversary
      that is at least five years after the later of (1) the date of the first
      withdrawal under Lifetime Five or (2) the most recent step-up.
  .   your Protected Withdrawal Value will only be stepped-up if 5% of the
      Contract Value is greater than the Annual Income Amount by 5% or more.
  .   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
      Value does not exceed the Annual Income Amount by 5% or more, an Auto
      Step-Up opportunity will occur on each successive Contract Anniversary
      until a step-up occurs.
  .   once a step-up occurs, the next Auto Step-Up opportunity will occur on
      the Contract Anniversary that is at least 5 years after the most recent
      step-up.

 In either scenario (i.e., elections before or after March 20, 2006), if on the
 date that we implement an Auto Step-Up to your Protected Withdrawal Value, the
 charge for Lifetime Five has changed for new purchasers, you may be subject to
 the new charge at the time of such step-up. Subject to our rules and
 restrictions, you will still be permitted to manually step-up the Protected
 Withdrawal Value even if you elect the Auto Step-Up feature.

 The Protected Withdrawal Value is reduced each time a withdrawal is made on a
 "dollar-for-dollar" basis up to 7% per contract year of the Protected
 Withdrawal Value and on the greater of a "dollar-for-dollar" basis or a pro
 rata basis for withdrawals in a contract year in excess of that amount until
 the Protected Withdrawal Value is reduced to zero. At that point, the Annual
 Withdrawal Amount will be zero until such time (if any) as the contract
 reflects a Protected Withdrawal Value (for example, due to a step-up or
 additional purchase payments being made into the contract).

 Annual Income Amount Under the Life Income Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals in a
 contract year are less than or equal to the Annual Income Amount, they will
 not reduce your Annual Income Amount in subsequent contract years. If your
 cumulative withdrawals are in excess of the Annual Income Amount (Excess
 Income), your Annual Income Amount in subsequent years will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Income to the Contract Value immediately prior to such withdrawal
 (see examples of this calculation below). Reductions include the actual amount
 of the withdrawal, including any withdrawal charges that may apply. A
 withdrawal can be considered Excess Income under the Life Income Benefit even
 though it does not exceed the Annual Withdrawal Amount under the Withdrawal
 Benefit. When you elect a step-up, your Annual Income Amount increases to
 equal 5% of your Contract Value after the step-up if such amount is greater
 than your Annual Income Amount. Your Annual Income Amount also increases if
 you make additional purchase payments. The amount of the increase is equal to
 5% of any additional purchase payments. Any increase will be added to your
 Annual Income Amount beginning on the day that the step-up is effective or the
 purchase payment is made. A determination of whether you have exceeded your
 Annual Income Amount is made at the time of each withdrawal; therefore, a
 subsequent increase in the Annual Income Amount will not offset the effect of
 a withdrawal that exceeded the Annual Income Amount at the time the withdrawal
 was made.

 Annual Withdrawal Amount Under the Withdrawal Benefit
 The initial Annual Withdrawal Amount is equal to 7% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals each
 contract year are less than or equal to the Annual Withdrawal Amount, your
 Protected Withdrawal Value will be reduced on a "dollar-for-dollar" basis. If
 your cumulative withdrawals are in excess of the Annual Withdrawal Amount
 (Excess Withdrawal), your Annual Withdrawal Amount will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Withdrawal to the Contract Value immediately prior to such
 withdrawal (see the examples of this calculation below). Reductions include
 the actual amount of the withdrawal, including any withdrawal charges that may
 apply. When you elect a step-up, your Annual Withdrawal Amount increases to
 equal 7% of your Contract Value after the step-up if such amount is greater
 than your Annual Withdrawal Amount. Your Annual Withdrawal Amount also
 increases if you make additional purchase payments. The amount of the increase
 is equal to 7% of any additional purchase payments. A determination of whether
 you have exceeded your Annual Withdrawal Amount is made at the time of each
 withdrawal; therefore, a subsequent increase in the Annual Withdrawal Amount
 will not offset the effect of a withdrawal that exceeded the Annual Withdrawal
 Amount at the time the withdrawal was made.

 Lifetime Five does not affect your ability to make withdrawals under your
 contract or limit your ability to request withdrawals that exceed the Annual
 Income Amount and the Annual Withdrawal Amount. You are not required to
 withdraw all or any portion of the Annual Withdrawal Amount or Annual Income
 Amount in each contract year.

                                      58



..   If, cumulatively, you withdraw an amount less than the Annual Withdrawal
    Amount under the Withdrawal Benefit in any contract year, you cannot
    carry-over the unused portion of the Annual Withdrawal Amount to subsequent
    contract years.
..   If, cumulatively, you withdraw an amount less than the Annual Income Amount
    under the Life Income Benefit in any contract year, you cannot carry-over
    the unused portion of the Annual Income Amount to subsequent contract years.

 However, because the Protected Withdrawal Value is only reduced by the actual
 amount of withdrawals you make under these circumstances, any unused Annual
 Withdrawal Amount or Annual Income Amount may extend the period of time until
 the remaining Protected Withdrawal Value is reduced to zero.

 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Protected Withdrawal Value, Annual Withdrawal Amount and
 Annual Income Amount assume: 1.) the contract date and the effective date of
 Lifetime Five are February 1, 2005; 2.) an initial purchase payment of
 $250,000; 3.) the Contract Value on February 1, 2006 is equal to $265,000; and
 4.) the first withdrawal occurs on March 1, 2006 when the Contract Value is
 equal to $263,000. The values set forth here are purely hypothetical, and do
 not reflect the charge for Lifetime Five.

 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):
 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05(393/365) = $263,484.33
 (b)Contract Value on March 1, 2006 (the date of the first withdrawal) =
    $263,000
 (c)Contract Value on February 1, 2006 (the first contract anniversary) =
    $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Withdrawal Amount is equal to $18,550 under the Withdrawal Benefit (7%
 of $265,000). The Annual Income Amount is equal to $13,250 under the Life
 Income Benefit (5% of $265,000).

 Example 1. Dollar-for-Dollar Reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:
  .   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
      $10,000 = $8,550
  .   Annual Withdrawal Amount for future contract years remains at $18,550
  .   Remaining Annual Income Amount for current contract year = $13,250 -
      $10,000 = $3,250
  .   Annual Income Amount for future contract years remains at $13,250
  .   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-for-Dollar and Proportional Reductions
 a) If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:
  .   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
      $15,000 = $3,550
  .   Annual Withdrawal Amount for future contract years remains at $18,550
  .   Remaining Annual Income Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
      $1,750) reduces Annual Income Amount for future contract years.
  .   Reduction to Annual Income Amount = Excess Income/Contract Value before
      Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
      $13,250 = $93
  .   Annual Income Amount for future contract years = $13,250 - $93 = $13,157
  .   Protected Withdrawal Value is reduced by $15,000 from $265,000 to $250,000

 b) If $25,000 was withdrawn (more than both the Annual Income Amount and the
    Annual Withdrawal Amount) on March 1, 2006, then the following values would
    result:
  .   Remaining Annual Withdrawal Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Withdrawal Amount ($25,000 - $18,550
      = $6,450) reduces Annual Withdrawal Amount for future contract years.
  .   Reduction to Annual Withdrawal Amount = Excess Withdrawal/Contract Value
      before Excess Withdrawal X Annual Withdrawal Amount = $6,450/($263,000 -
      $18,550) X $18,550 = $489
  .   Annual Withdrawal Amount for future contract years = $18,550 - $489 =
      $18,061
  .   Remaining Annual Income Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Income Amount ($25,000 - $13,250 =
      $11,750) reduces Annual Income Amount for future contract years.
  .   Reduction to Annual Income Amount = Excess Income/Contract Value before
      Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
      $13,250 = $623
  .   Annual Income Amount for future contract years = $13,250 - $623 = $12,627

                                      59



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued

  .   Protected Withdrawal Value is first reduced by the Annual Withdrawal
      Amount ($18,550) from $265,000 to $246,450. It is further reduced by the
      greater of a dollar-for-dollar reduction or a proportional reduction.
  .   Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450
  .   Proportional reduction = Excess Withdrawal/Contract Value before Excess
      Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
      $246,450 = $6,503
  .   Protected Withdrawal Value = $246,450 - max [$6,450, $6,503] = $239,947

 Example 3. Step-Up of the Protected Withdrawal Value
 If the Annual Income Amount ($13,250) is withdrawn each year starting on
 March 1, 2006 for a period of 3 years, the Protected Withdrawal Value on
 February 1, 2012 would be reduced to $225,250 {$265,000 - ($13,250 X 3)}. If a
 step-up is elected on February 1, 2012, and the Contract Value on February 1,
 2012 is $280,000, then the following values would result:
..   Protected Withdrawal Value = Contract Value on February 1, 2012 = $280,000
..   Annual Income Amount is equal to the greater of the current Annual Income
    Amount or 5% of the stepped up Protected Withdrawal Value. Current Annual
    Income Amount is $13,250. 5% of the stepped up Protected Withdrawal Value
    is 5% of $280,000, which is $14,000. Therefore, the Annual Income Amount is
    increased to $14,000.
..   Annual Withdrawal Amount is equal to the greater of the current Annual
    Withdrawal Amount or 7% of the stepped up Protected Withdrawal Value.
    Current Annual Withdrawal Amount is $18,550. 7% of the stepped-up Protected
    Withdrawal Value is 7% of $280,000, which is $19,600. Therefore the Annual
    Withdrawal Amount is increased to $19,600.
..   Because the Contract Date and Effective Date of Lifetime Five for this
    example is prior to March 20, 2006, if the step-up request on February 1,
    2012 was due to the election of the auto step-up feature, we would first
    check to see if an auto step-up should occur by checking to see if 5% of
    the Contract Value exceeds the Annual Income Amount by 5% or more. 5% of
    the Contract Value is equal to 5% of $280,000, which is $14,000. 5% of the
    Annual Income Amount ($13,250) is $662.50, which added to the Annual Income
    Amount is $13,912.50. Since 5% of the Contract Value is greater than
    $13,912.50, the step-up would still occur in this scenario, and all of the
    values would be increased as indicated above. Had the Contract Date and
    Effective Date of the Lifetime Five benefit been on or after March 20,
    2006, the step-up would still occur because 5% of the Contract Value is
    greater than the Annual Income Amount.

 Benefits Under Lifetime Five
..   If your Contract Value is equal to zero, and the cumulative withdrawals in
    the current contract year are greater than the Annual Withdrawal Amount,
    Lifetime Five will terminate. To the extent that your Contract Value was
    reduced to zero as a result of cumulative withdrawals that are equal to or
    less than the Annual Income Amount and amounts are still payable under both
    the Life Income Benefit and the Withdrawal Benefit, you will be given the
    choice of receiving the payments under the Life Income Benefit or under the
    Withdrawal Benefit. Once you make this election we will make an additional
    payment for that contract year equal to either the remaining Annual Income
    Amount or Annual Withdrawal Amount for the contract year, if any, depending
    on the option you choose. In subsequent contract years we make payments
    that equal either the Annual Income Amount or the Annual Withdrawal Amount.
    You will not be able to change the option after your election and no
    further purchase payments will be accepted under your contract. If you do
    not make an election, we will pay you annually under the Life Income
    Benefit. To the extent that cumulative withdrawals in the current contract
    year that reduced your Contract Value to zero are more than the Annual
    Income Amount but less than or equal to the Annual Withdrawal Amount and
    amounts are still payable under the Withdrawal Benefit, you will receive
    the payments under the Withdrawal Benefit. In the year of a withdrawal that
    reduced your Contract Value to zero, we will make an additional payment to
    equal any remaining Annual Withdrawal Amount and make payments equal to the
    Annual Withdrawal Amount in each subsequent year (until the Protected
    Withdrawal Value is depleted). Once your Contract Value equals zero no
    further purchase payments will be accepted under your contract.
..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years or any remaining Protected
    Withdrawal Value, you can elect one of the following three options:
       1. apply your Contract Value to any annuity option available;
       2. request that, as of the date annuity payments are to begin, we make
          annuity payments each year equal to the Annual Income Amount. We make
          such annuity payments until the annuitant's death; or
       3. request that, as of the date annuity payments are to begin, we pay
          out any remaining Protected Withdrawal Value as annuity payments.
          Each year such annuity payments will equal the Annual Withdrawal
          Amount or the remaining Protected Withdrawal Value if less. We make
          such annuity payments until the earlier of the annuitant's death or
          the date the Protected Withdrawal Value is depleted.

 We must receive your request in a form acceptable to us at the Prudential
 Annuity Service Center.

                                      60



..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a single life fixed annuity with
    five payments certain using the greater of the annuity rates then currently
    available or the annuity rates guaranteed in your contract. The amount that
    will be applied to provide such annuity payments will be the greater of:
       1. the present value of future Annual Income Amount payments. Such
          present value will be calculated using the greater of the single life
          fixed annuity rates then currently available or the single life fixed
          annuity rates guaranteed in your contract; and
       2. the Contract Value.

 If no withdrawal was ever taken, we will determine a Protected Withdrawal
 Value and calculate an Annual Income Amount and an Annual Withdrawal Amount as
 if you made your first withdrawal on the date the annuity payments are to
 begin.

 Other Important Considerations
..   Withdrawals under Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.
..   Withdrawals made while Lifetime Five is in effect will be treated, for tax
    purposes, in the same way as any other withdrawals under the contract.
    Lifetime Five does not directly affect the Contract Value or surrender
    value, but any withdrawal will decrease the Contract Value by the amount of
    the withdrawal (plus any applicable withdrawal charges). If you surrender
    your contract, you will receive the current Contract Value, not the
    Protected Withdrawal Value.
..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Lifetime Five. Lifetime Five provides
    a guarantee that if your Contract Value declines due to market performance,
    you will be able to receive your Protected Withdrawal Value or Annual
    Income Amount in the form of periodic benefit payments.

 Election of Lifetime Five
 Lifetime Five can be elected at the time you purchase your contract, or after
 the contract date. Elections of Lifetime Five are subject to our eligibility
 rules and restrictions. The contract owner's Contract Value as of the date of
 election will be used as the basis to calculate the initial Protected
 Withdrawal Value, the initial Annual Withdrawal Amount, and the initial Annual
 Income Amount.

 Termination Of Lifetime Five
 Lifetime Five terminates automatically when your Protected Withdrawal Value
 and Annual Income Amount reach zero. You may terminate Lifetime Five at any
 time by notifying us. If you terminate Lifetime Five, any guarantee provided
 by the benefit will terminate as of the date the termination is effective.

 Lifetime Five terminates:
..   upon your surrender of the contract,
..   upon the death of the annuitant (but your surviving spouse may elect a new
    Lifetime Five benefit if your spouse elects the spousal continuance option
    and your spouse would then be eligible to elect the benefit as if he/she
    were a new purchaser),
..   upon a change in ownership of the contract that changes the tax
    identification number of the contract owner, or
..   upon your election to begin receiving annuity payments.


 We cease imposing the charge for Lifetime Five upon the earliest to occur of
 (i) your election to terminate the benefit, (ii) our receipt of appropriate
 proof of the death of the owner (or annuitant, for entity owned contracts),
 (iii) the annuity date, (iv) automatic termination of the benefit due to an
 impermissible change of owner or annuitant, or (v) a withdrawal that causes
 the benefit to terminate.


 While you may terminate Lifetime Five at any time, we may not terminate the
 benefit other than in the circumstances listed above. However, we may stop
 offering Lifetime Five for new elections or re-elections at any time in the
 future.

 Currently, if you terminate Lifetime Five, you will only be permitted to
 re-elect the benefit or elect the Spousal Lifetime Five Income Benefit on any
 anniversary of the contract date that is at least 90 calendar days from the
 date the benefit was last terminated.

 If you elected Lifetime Five at the time you purchased your contract and prior
 to March 20, 2006, and you terminate Lifetime Five, there will be no waiting
 period before you can re-elect the benefit or elect Spousal Lifetime Five.
 However, once you choose to re-elect/elect, the waiting period described above
 will apply to subsequent re-elections. If you elected Lifetime Five after the
 time you purchased your contract, but prior to March 20, 2006, and you
 terminate Lifetime Five, you must wait until the contract anniversary
 following your cancellation before you can re-elect the benefit or elect
 Spousal Lifetime Five. Once you choose to re-elect/elect, the waiting period
 described above will apply to subsequent re-elections. We reserve the right to
 limit the re-election/election frequency in the future. Before making any such
 change to the re-election/election frequency, we will provide prior notice to
 contract owners who have an effective Lifetime Five Income Benefit.

                                      61



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 Additional Tax Considerations for Qualified Contracts
 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your annuity contract
 beginning after age 70 1/2. The amount required under the Code may exceed the
 Annual Withdrawal Amount and the Annual Income Amount, which will cause us to
 increase the Annual Income Amount and the Annual Withdrawal Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. Any such payments will reduce your Protected
 Withdrawal Value. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as minimum distribution requirements.

 SPOUSAL LIFETIME FIVE INCOME BENEFIT

 The Spousal Lifetime Five Income Benefit (Spousal Lifetime Five) described
 below is only being offered in those jurisdictions where we have received
 regulatory approval and will be offered subsequently in other jurisdictions
 when we receive regulatory approval in those jurisdictions. Certain terms and
 conditions may differ between jurisdictions once approved. Currently, if you
 elect Spousal Lifetime Five and subsequently terminate the benefit, there will
 be a restriction on your ability to re-elect Spousal Lifetime Five and
 Lifetime Five. We reserve the right to further limit the election frequency in
 the future. Before making any such change to the election frequency, we will
 provide prior notice to contract owners who have an effective Spousal Lifetime
 Five Income Benefit. Spousal Lifetime Five must be elected based on two
 Designated Lives, as described below. Each Designated Life must be at least 55
 years old when the benefit is elected. Spousal Lifetime Five is not available
 if you elect any other optional living or optional death benefit. As long as
 your Spousal Lifetime Five Income Benefit is in effect, you must allocate your
 Contract Value in accordance with the then permitted and available option(s).
 Owners electing this benefit must allocate contract value to one or more of
 the following asset allocation portfolios of the Advanced Series Trust (we
 reserve the right to change these required portfolios on a prospective basis):
 AST Capital Growth Asset Allocation Portfolio, AST Balanced Asset Allocation
 Portfolio, AST Conservative Asset Allocation Portfolio, AST Preservation Asset
 Allocation Portfolio, AST Advanced Strategies Portfolio, AST First Trust
 Balanced Target Portfolio, AST First Trust Capital Appreciation Target
 Portfolio, AST T. Rowe Price Asset Allocation Portfolio, AST UBS Dynamic Alpha
 Portfolio, or AST American Century Strategic Allocation Portfolio.


 We offer a benefit that guarantees until the later death of two natural
 persons that are each other's spouses at the time of election of Spousal
 Lifetime Five and at the first death of one of them (the "Designated Lives",
 each a "Designated Life") the ability to withdraw an annual amount (Spousal
 Life Income Benefit) equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of market performance
 on the Contract Value, subject to our rules regarding the timing and amount of
 withdrawals. The Spousal Life Income Benefit may remain in effect even if the
 Contract Value is zero. Spousal Lifetime Five may be appropriate if you intend
 to make periodic withdrawals from your annuity, wish to ensure that market
 performance will not affect your ability to receive annual payments and you
 wish either spouse to be able to continue the Spousal Life Income Benefit
 after the death of the first. You are not required to make withdrawals as part
 of the benefit--the guarantees are not lost if you withdraw less than the
 maximum allowable amount each year under the rules of the benefit.

 Initial Protected Withdrawal Value

 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Spousal Life Income Benefit. The initial Protected
 Withdrawal Value is determined as of the date you make your first withdrawal
 under your contract following your election of Spousal Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greater of: (A) the
 Contract Value on the date you elect Spousal Lifetime Five, plus any
 additional Purchase Payments (and any Credits), each growing at 5% per year
 from the date of your election of the benefit, or application of the Purchase
 Payment to your contract, as applicable, until the date of your first
 withdrawal or the 10th anniversary of the benefit effective date, if earlier;
 (B) the Contract Value on the date of the first withdrawal from your contract,
 prior to the withdrawal; (C) the highest Contract Value on each contract
 anniversary, plus subsequent Purchase Payments (plus any Credits) prior to the
 first withdrawal or the 10th anniversary of the benefit effective date, if
 earlier. With respect to A and C above, after the 10th anniversary of the
 benefit effective date, each value is increased by the amount of any
 subsequent Purchase Payments (plus any Credits). If you elect Spousal Lifetime
 Five at the time you purchase your contract, the Contract Value will be your
 initial Purchase Payment (plus any Credits).

..   For existing contract owners who are electing the Spousal Lifetime Five
    Benefit, the Contract Value on the date of your election of Spousal
    Lifetime Five will be used to determine the initial Protected Withdrawal
    Value. If you elect Spousal Lifetime Five at the time you purchase your
    contract, the Contract Value will be your initial purchase payment (plus
    any credits).


 Annual Income Amount Under the Spousal Life Income Benefit
 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Spousal Lifetime Five, if your cumulative withdrawals
 in a contract year are less than or equal to the Annual Income Amount, they
 will not reduce your Annual Income Amount in subsequent contract years, but
 any such withdrawals will reduce the Annual Income Amount on a

                                      62



 dollar-for-dollar basis in that contract year. If your cumulative withdrawals
 are in excess of the Annual Income Amount ("Excess Income"), your Annual
 Income Amount in subsequent years will be reduced (except with regard to
 required minimum distributions) by the result of the ratio of the Excess
 Income to the Contract Value immediately prior to such withdrawal (see
 examples of this calculation below). Reductions include the actual amount of
 the withdrawal, including any withdrawal charges that may apply.

 You may elect to step-up your Annual Income Amount if, due to positive market
 performance, 5% of your Contract Value is greater than the Annual Income
 Amount. You are eligible to step-up the Annual Income Amount on or after the
 1/st/ anniversary of the first withdrawal under Spousal Lifetime Five. The
 Annual Income Amount can be stepped up again on or after the 1st anniversary
 of the preceding step-up. If you elect to step-up the Annual Income Amount,
 and on the date you elect to step-up, the charges under Spousal Lifetime Five
 have changed for new purchasers, you may be subject to the new charge at the
 time of such step-up. When you elect a step-up, your Annual Income Amount
 increases to equal 5% of your Contract Value after the step-up. Your Annual
 Income Amount also increases if you make additional Purchase Payments. The
 amount of the increase is equal to 5% of any additional Purchase Payments. Any
 increase will be added to your Annual Income Amount beginning on the day that
 the step-up is effective or the Purchase Payment is made. A determination of
 whether you have exceeded your Annual Income Amount is made at the time of
 each withdrawal; therefore a subsequent increase in the Annual Income Amount
 will not offset the effect of a withdrawal that exceeded the Annual Income
 Amount at the time the withdrawal was made.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force. If you elect this feature, the first
 Auto Step-Up opportunity will occur on the 1st Contract Anniversary that is at
 least one year after the later of (1) the date of the first withdrawal under
 Spousal Lifetime Five or (2) the most recent step-up. At this time, your
 Annual Income Amount will be stepped-up if 5% of your Contract Value is
 greater than the Annual Income Amount by any amount. If 5% of the Contract
 Value does not exceed the Annual Income Amount, then an Auto Step-Up
 opportunity will occur on each successive Contract Anniversary until a step-up
 occurs. Once a step-up occurs, the next Auto Step-Up opportunity will occur on
 the 1st Contract Anniversary that is at least 1 year after the most recent
 step-up. If, on the date that we implement an Auto Step-Up to your Annual
 Income Amount, the charge for Spousal Lifetime Five has changed for new
 purchasers, you may be subject to the new charge at the time of such step-up.
 Subject to our rules and restrictions, you will still be permitted to manually
 step-up the Annual Income Amount even if you elect the Auto Step-Up feature
 Contract Anniversary.

 Spousal Lifetime Five does not affect your ability to make withdrawals under
 your contract or limit your ability to request withdrawals that exceed the
 Annual Income Amount. Under Spousal Lifetime Five, if your cumulative
 withdrawals in a contract year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent contract
 years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that contract year.

 If, cumulatively, you withdraw an amount less than the Annual Income Amount
 under Spousal Life Income Benefit in any contract year, you cannot carry-over
 the unused portion of the Annual Income Amount to subsequent contract years.

 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Annual Income Amount assume: 1.) the contract date and the
 effective date of Spousal Lifetime Five are February 1, 2005; 2.) an initial
 purchase payment of $250,000; 3.) the Contract Value on February 1, 2006 is
 equal to $265,000; 4.) the first withdrawal occurs on March 1, 2006 when the
 Contract Value is equal to $263,000; and 5.) the Contract Value on February 1,
 2010 is equal to $280,000. The values set forth here are purely hypothetical,
 and do not reflect the charge for the Spousal Lifetime Income Benefit.

 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):
 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05(393/365) = $263,484
 (b)Contract Value on March 1, 2006 (the date of the first withdrawal) =
    $263,000
 (c)Contract Value on February 1, 2006 (the first Contract Anniversary) =
    $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Income Amount is equal to $13,250 under the Spousal Life Income Benefit
 (5% of $265,000).

 Example 1. Dollar-for-Dollar Reduction
 If $10,000 was withdrawn (less than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current contract year = $13,250 -
    $10,000 = $3,250 Annual Income Amount for future contract years remains at
    $13,250

 Example 2. Dollar-for-Dollar and Proportional Reductions
 If $15,000 was withdrawn (more than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current contract year = $0

                                      63



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued

..   Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
    $1,750) reduces Annual Income Amount for future contract years.
..   Reduction to Annual Income Amount = Excess Income/Contract Value before
    Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
    $13,250 = $93
..   Annual Income Amount for future contract years = $13,250 - $93 = $13,157

 Example 3. Step-Up of The Annual Income Amount
 If a step-up of the Annual Income Amount is requested on February 1, 2010 or
 the Auto Step-Up feature was elected, the step-up would occur because 5% of
 the Contract Value, which is $14,000 (5% of $280,000), is greater than the
 Annual Income Amount of $13,250. The new Annual Income Amount will be equal to
 $14,000.

 Benefits Under Spousal Lifetime Five

..   To the extent that your Contract Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount and amounts are still payable under the Spousal Life Income Benefit,
    we will make an additional payment for that contract year equal to the
    remaining Annual Income Amount for the contract year, if any. Thus, in that
    scenario, the remaining Annual Income Amount would be payable even though
    your Contract Value was reduced to zero. In subsequent contract years we
    make payments that equal the Annual Income Amount as described above. No
    further purchase payments will be accepted under your contract. We will
    make payments until the first of the Designated Lives to die, and will
    continue to make payments until the death of the second Designated Life as
    long as the Designated Lives were spouses at the time of the first death.
    To the extent that cumulative withdrawals in the current contract year that
    reduced your Contract Value to zero are more than the Annual Income Amount,
    the Spousal Life Income Benefit terminates and no additional payments will
    be made.

..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years, you can elect one of the following
    two options:
       1. apply your Contract Value to any annuity option available; or
       2. request that, as of the date annuity payments are to begin, we make
          annuity payments each year equal to the Annual Income Amount. We will
          make payments until the first of the Designated Lives to die, and
          will continue to make payments until the death of the second
          Designated Life as long as the Designated Lives were spouses at the
          time of the first death.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a joint and survivor or single (as
    applicable) life fixed annuity with five payments certain using the same
    basis that is used to calculate the greater of the annuity rates then
    currently available or the annuity rates guaranteed in your contract. The
    amount that will be applied to provide such annuity payments will be the
    greater of:
       1. the present value of future Annual Income Amount payments. Such
          present value will be calculated using the same basis that is used to
          calculate the single life fixed annuity rates guaranteed in your
          contract; and
       2. the Contract Value.
..   If no withdrawal was ever taken, we will determine an initial Protected
    Withdrawal Value and calculate an Annual Income Amount as if you made your
    first withdrawal on the date the annuity payments are to begin.

 Other Important Considerations
..   Withdrawals under Spousal Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.
..   Withdrawals made while Spousal Lifetime Five is in effect will be treated,
    for tax purposes, in the same way as any other withdrawals under the
    contract. Spousal Lifetime Five does not directly affect the Contract Value
    or surrender value, but any withdrawal will decrease the Contract Value by
    the amount of the withdrawal (plus any applicable withdrawal charges). If
    you surrender your contract, you will receive the current surrender value.
..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Spousal Lifetime Five. Spousal
    Lifetime Five provides a guarantee that if your Contract Value declines due
    to market performance, you will be able to receive your Annual Income
    Amount in the form of periodic benefit payments.
..   In general, you must allocate your Contract Value in accordance with the
    then-available option(s) that we may prescribe, in order to elect and
    maintain Spousal Lifetime Five. If, subsequent to your election of the
    benefit, we change our requirements for how Contract Value must be
    allocated under the benefit, that new requirement will apply only to new
    elections of the benefit, and will not compel you to re-allocate your
    Contract Value in accordance with our newly-adopted requirements. All
    subsequent transfers and purchase payments will be subject to the new
    investment limitations.
..   There may be circumstances where you will continue to be charged the full
    amount for Spousal Lifetime Five even when the benefit is only providing a
    guarantee of income based on one life with no survivorship.

                                      64




..   In order for the surviving Designated Life to continue Spousal Lifetime
    Five upon the death of an owner, the Designated Life must elect to assume
    ownership of the contract under the Spousal Continuance Option.


 Election of and Designations of Spousal Lifetime Five
 Spousal Lifetime Five can only be elected based on two Designated Lives.
 Designated Lives must be natural persons who are each other's spouses at the
 time of election of the benefit and at the death of the first of the
 Designated Lives to die. Currently, the benefit may only be elected where the
 contract owner, annuitant and beneficiary designations are as follows:
..   One contract owner, where the annuitant and the contract owner are the same
    person and the beneficiary is the contract owner's spouse. The contract
    owner/annuitant and the beneficiary each must be at least 55 years old at
    the time of election; or
..   Co-contract owners, where the contract owners are each other's spouses. The
    beneficiary designation must be the surviving spouse. The first named
    contract owner must be the annuitant. Both contract owners must each be 55
    years old at the time of election.

 No ownership changes or annuitant changes will be permitted once this benefit
 is elected. However, if the contract is co-owned, the contract owner that is
 not the annuitant may be removed without affecting the benefit.

 Spousal Lifetime Five can be elected at the time that you purchase your
 contract. We also offer existing contract owners the option to elect Spousal
 Lifetime Five after the contract date of their contract, subject to our
 eligibility rules and restrictions. Your Contract Value as of the date of
 election will be used as a basis to calculate the initial Protected Withdrawal
 Value and the Annual Income Amount.

 Currently, if you terminate Spousal Lifetime Five, you will only be permitted
 to re-elect the benefit or elect the Lifetime Five Income Benefit on any
 anniversary of the contract date that is at least 90 calendar days from the
 date the benefit was last terminated.

 We reserve the right to further limit the election frequency in the future.
 Before making any such change to the election frequency, we will provide prior
 notice to contract owners who have an effective Spousal Lifetime Five Income
 Benefit.

 Termination Of Spousal Lifetime Five
 Spousal Lifetime Five terminates automatically when your Annual Income Amount
 equals zero. You may terminate Spousal Lifetime Five at any time by notifying
 us. If you terminate Spousal Lifetime Five, any guarantee provided by the
 benefit will terminate as of the date the termination is effective and certain
 restrictions on re-election of the benefit will apply as described above. We
 reserve the right to further limit the frequency election in the future.
 Spousal Lifetime Five terminates upon your surrender of the contract, upon the
 first Designated Life to die if the contract is not continued, upon the second
 Designated Life to die or upon your election to begin receiving annuity
 payments.

 The charge for Spousal Lifetime Five will no longer be deducted from your
 Contract Value upon termination of the benefit.

 Additional Tax Considerations for Qualified Contracts
 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your contract beginning
 after age 70 1/2. Roth IRAs are not subject to these rules during the contract
 owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. In addition, the amount and duration of payments
 under the annuity payment and death benefit provisions may be adjusted so that
 the payments do not trigger any penalty or excise taxes due to tax
 considerations such as minimum distribution requirements.

 HIGHEST DAILY LIFETIME FIVE BENEFIT (HIGHEST DAILY LIFETIME FIVE)

 The Highest Daily Lifetime Five Benefit described below is only being offered
 in those jurisdictions where we have received regulatory approval, and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ among
 jurisdictions once approved. Highest Daily Lifetime Five is offered as an
 alternative to Lifetime Five and Spousal Lifetime Five. Currently, if you
 elect Highest Daily Lifetime Five and subsequently terminate the benefit, you
 will not be able to re-elect Highest Daily Lifetime Five, and will have a
 waiting period until you can elect Spousal Lifetime Five or Lifetime Five.
 Specifically, you will be permitted to elect Lifetime Five or Spousal Lifetime
 Five only on an anniversary of the contract date that is at least 90 calendar
 days from the date that Highest Daily Lifetime Five was terminated. We reserve
 the right to further limit the election frequency in the future. The income
 benefit under Highest Daily Lifetime Five currently is based on a single
 "designated life" who is at least 55 years old on the date that the benefit is
 acquired. The Highest Daily Lifetime Five Benefit is not available if you
 elect any other optional living benefit, although you may elect any optional
 death benefit (other than the Highest Daily Value Death Benefit). Any DCA
 program that transfers Contract Value from a Fixed Allocation is also not
 available as Fixed Allocations are not permitted with the benefit. As long as
 your Highest Daily Lifetime Five Benefit is in effect, you must allocate your
 Contract Value in accordance with the then-permitted and available investment
 option(s) with this program.


                                      65



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Total Annual Income
 Amount") equal to a percentage of an initial principal value (the "Total
 Protected Withdrawal Value") regardless of the impact of market performance on
 the Contract Value, subject to our program rules regarding the timing and
 amount of withdrawals. The benefit may be appropriate if you intend to make
 periodic withdrawals from your contract, and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals as part of the program--the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of the benefit. We discuss Highest Daily Lifetime Five in
 greater detail immediately below. In addition, please see the Glossary section
 of this prospectus for definitions of some of the key terms used with this
 benefit. As discussed below, we require that you participate in our asset
 transfer program in order to participate in Highest Daily Lifetime Five, and
 in the Appendices to this prospectus, we set forth the formula under which we
 make those asset transfers.


 As discussed below, a key component of Highest Daily Lifetime Five is the
 Total Protected Withdrawal Value, which is an amount that is distinct from
 Contract Value. Because each of the Total Protected Withdrawal Value and Total
 Annual Income Amount is determined in a way that is not solely related to
 Contract Value, it is possible for the Contract Value to fall to zero, even
 though the Total Annual Income Amount remains. You are guaranteed to be able
 to withdraw the Total Annual Income Amount for the rest of your life, provided
 that you have not made "excess withdrawals." Excess withdrawals, as discussed
 below, will reduce your Total Annual Income Amount. Thus, you could experience
 a scenario in which your Contract Value was zero, and, due to your excess
 withdrawals, your Total Annual Income Amount also was reduced to zero. In that
 scenario, no further amount would be payable under Highest Daily Lifetime Five.


 Key Feature - Total Protected Withdrawal Value
 The Total Protected Withdrawal Value is used to determine the amount of the
 annual payments under the Highest Daily Lifetime Five. The Total Protected
 Withdrawal Value is equal to the greater of the Protected Withdrawal Value and
 any Enhanced Protected Withdrawal Value that may exist. If you do not meet the
 conditions described below for obtaining Enhanced Protected Withdrawal Value
 then Total Protected Withdrawal Value is simply equal to Protected Withdrawal
 Value.

 The Protected Withdrawal Value initially is equal to the Contract Value on the
 date that you elect Highest Daily Lifetime Five. On each business day
 thereafter, until the earlier of the first withdrawal or ten years after the
 date of your election of the benefit, we recalculate the Protected Withdrawal
 Value. Specifically, on each such business day (the "Current Business Day"),
 the Protected Withdrawal Value is equal to the greater of:


..   The Protected Withdrawal Value for the immediately preceding business day
    (the "Prior Business Day"), appreciated at the daily equivalent of 5%
    annually during the calendar day(s) between the Prior Business Day and the
    Current Business Day (i.e., one day for successive business days, but more
    than one calendar day for business days that are separated by weekends
    and/or holidays), plus the amount of any purchase payment (including any
    associated credit) made on the Current Business Day; and
..   the Contract Value.

 The Enhanced Protected Withdrawal Value is only calculated if you do not take
 a withdrawal prior to the Tenth Anniversary. Thus, if you do take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive Enhanced
 Protected Withdrawal Value. If no such withdrawal is taken, then on or after
 the Tenth Anniversary up until the date of the first withdrawal, the Enhanced
 Protected Withdrawal Value is equal to the sum of:

       (a)200% of the Contract Value on the date you elected Highest Daily
          Lifetime Five;
       (b)200% of all purchase payments (and any associated credits) made
          during the one-year period after the date you elected Highest Daily
          Lifetime Five; and

       (c)100% of all purchase payments (and any associated credits) made more
          than one year after the date you elected Highest Daily Lifetime Five,
          but prior to the date of your first withdrawal.


 We cease these daily calculations of the Protected Withdrawal Value and
 Enhanced Protected Withdrawal Value (and therefore, the Total Protected
 Withdrawal Value) when you make your first withdrawal. However, as discussed
 below, subsequent purchase payments (and any associated credits) will increase
 the Total Annual Income Amount, while "excess" withdrawals (as described
 below) may decrease the Total Annual Income Amount.

 Key Feature - Total Annual Income Amount Under Highest Daily Lifetime Five
 Benefit


 The initial Total Annual Income Amount is equal to 5% of the Total Protected
 Withdrawal Value. Under the Highest Daily Lifetime Five benefit, if your
 cumulative withdrawals in a contract year are less than or equal to the Total
 Annual Income Amount, they will not reduce your Total Annual Income Amount in
 subsequent contract years, but any such withdrawals will reduce the Total
 Annual Income Amount on a dollar-for-dollar basis in that contract year. If
 your cumulative withdrawals are in excess of the Total Annual Income Amount
 ("Excess Income"), your Total Annual Income Amount in subsequent years will be
 reduced (except with regard to required minimum distributions) by the result
 of the ratio of the Excess Income to the Contract Value immediately

                                      66




 prior to such withdrawal (see examples of this calculation below). Reductions
 include the actual amount of the withdrawal, including any CDSC that may
 apply. A purchase payment that you make will increase the then-existing Total
 Annual Income Amount by an amount equal to 5% of the purchase payment
 (including the amount of any associated credits). For purposes of the asset
 transfer formula described below, we also calculate a Highest Daily Annual
 Income Amount, which is initially equal to 5% of the Protected Withdrawal
 Value.


 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Total Annual Income Amount if your
 Contract Value increases subsequent to your first withdrawal. We begin
 examining Contract Values for purposes of this feature starting with the
 contract anniversary immediately after your first withdrawal under the
 benefit. Specifically, upon the first such contract anniversary, we identify
 the Contract Value on the business days corresponding to the end of each
 quarter that (i) is based on your contract year, rather than a calendar year
 (ii) is subsequent to the first withdrawal and (iii) falls within the
 immediately preceding contract year. If the end of any such quarter falls on a
 holiday or a weekend, we use the next business day. We multiply each of those
 quarterly Contract Values by 5%, adjust each such quarterly value for
 subsequent withdrawals and purchase payments, and then select the highest of
 those values. If the highest of those values exceeds the existing Total Annual
 Income Amount, we replace the existing amount with the new, higher amount.
 Otherwise, we leave the existing Total Annual Income Amount intact. In later
 years (i.e., after the first contract anniversary after the first withdrawal),
 we determine whether an automatic step-up should occur on each contract
 anniversary, by performing a similar examination of the Contract Values on the
 end of the four immediately preceding quarters. If, on the date that we
 implement a Highest Quarterly Auto Step-Up to your Total Annual Income Amount,
 the charge for Highest Daily Lifetime Five has changed for new purchasers, you
 may be subject to the new charge at the time of such step-up. Prior to
 increasing your charge for Highest Daily Lifetime Five upon a step-up, we
 would notify you, and give you the opportunity to cancel the automatic step-up
 feature. If you receive notice of a proposed step-up and accompanying fee
 increase, you should carefully evaluate whether the amount of the step-up
 justifies the increased fee to which you will be subject.

 The Highest Daily Lifetime Five program does not affect your ability to make
 withdrawals under your contract, or limit your ability to request withdrawals
 that exceed the Total Annual Income Amount. Under Highest Daily Lifetime Five,
 if your cumulative withdrawals in a contract year are less than or equal to
 the Total Annual Income Amount, they will not reduce your Total Annual Income
 Amount in subsequent contract years, but any such withdrawals will reduce the
 Total Annual Income Amount on a dollar-for-dollar basis in that contract year.

 If, cumulatively, you withdraw an amount less than the Total Annual Income
 Amount in any contract year, you cannot carry-over the unused portion of the
 Total Annual Income Amount to subsequent contract years.

 Examples of dollar-for-dollar and proportional reductions, and the Highest
 Quarterly Step-Up are set forth below. The values depicted here are purely
 hypothetical, and do not reflect the charges for the Highest Daily Lifetime
 Five Benefit or any other fees and charges. Please assume the following for
 all three examples:


 The contract is purchased on December 1, 2006.

 On March 5, 2007, the client elects Highest Daily Lifetime Five and takes the
 first withdrawal under the benefit on the same day.


 Dollar-for-Dollar reductions

 On May 2, 2007, the Total Protected Withdrawal Value is $120,000, resulting in
 a Total Annual Income Amount of $6,000 (5% of $120,000). Assuming $2,500 is
 withdrawn from the contract on this date, the remaining Total Annual Income
 Amount for that contract year (up to and including December 1, 2007) is
 $3,500. This is the result of a dollar-for-dollar reduction of the Total
 Annual Income Amount - $6,000 less $2,500 = $3,500.


 Proportional Reductions
 Continuing the previous example, assume an additional withdrawal of $5,000
 occurs on August 6, 2007 and the Contract Value at the time of this withdrawal
 is $110,000. The first $3,500 of this withdrawal reduces the Total Annual
 Income Amount for that contract year to $0. The remaining withdrawal amount
 ($1,500) reduces the Total Annual Income Amount in future contract years on a
 proportional basis based on the ratio of the excess withdrawal to the Contract
 Value immediately prior to the excess withdrawal. (Note that if there were
 other withdrawals in that contract year, each withdrawal would result in
 another proportional reduction to the Total Annual Income Amount).

                                      67



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 Here is the calculation:


                                                               
   --------------------------------------------------------------------------
   Contract Value before withdrawal                               $110,000.00
   --------------------------------------------------------------------------
   Less amount of "non" excess withdrawal                         -$3,500.00
   --------------------------------------------------------------------------
   Contract Value immediately before excess withdrawal of $1,500  $106,500.00
   --------------------------------------------------------------------------
   Excess withdrawal amount,                                       $1,500.00
   --------------------------------------------------------------------------
   Divided by Contract Value immediately before excess withdrawal $106,500.00
   --------------------------------------------------------------------------
   Ratio                                                             1.41%
   --------------------------------------------------------------------------
   Total Annual Income Amount                                      $6,000.00
   --------------------------------------------------------------------------
   Less ratio of 1.41%                                              -$84.51
   --------------------------------------------------------------------------
   Total Annual Income Amount for future contract years            $5,915.49
   --------------------------------------------------------------------------


 Highest Quarterly Step
 On each contract anniversary date, the Total Annual Income Amount is
 stepped-up if 5% of the highest quarterly value since your first withdrawal
 (or last contract anniversary in subsequent years), adjusted for excess
 withdrawals and additional purchase payments, is greater than the Total Annual
 Income Amount, also adjusted for excess withdrawals and additional purchase
 payments.


 Continuing the same example as above, the Total Annual Income Amount for this
 contract year is $6,000. However, the excess withdrawal on August 6/th/
 reduces this amount to $5,915.49 for future years (see above). For the next
 contract year, the Total Annual Income Amount will be stepped-up if 5% of the
 highest quarterly Contract Value, adjusted for withdrawals, is greater than
 $5,915.49. Here are the calculations for determining the quarterly values.
 Only the June 1 value is being adjusted for excess withdrawals, as the
 September 1 and December 1 business days occur after the excess withdrawal on
 August 6.




- -----------------------------------------------------------------------------------
                                  Highest Quarterly Value   Adjusted Annual Income
                                      (adjusted with          Amount (5% of the
      Date*       Contract Value withdrawal and premium)** Highest Quarterly Value)
- -----------------------------------------------------------------------------------
                                                  
June 1, 2007       $118,000.00          $118,000.00               $5,900.00
- -----------------------------------------------------------------------------------
August 6, 2007     $120,000.00          $112,885.55               $5,644.28
- -----------------------------------------------------------------------------------
September 1, 2007  $112,000.00          $112,885.55               $5,644.28
- -----------------------------------------------------------------------------------
December 1, 2007   $119,000.00          $119,000.00               $5,950.00
- -----------------------------------------------------------------------------------


 *  In this example, the contract anniversary date is December 1. The quarterly
    valuation dates are every three months thereafter - March 1, June 1,
    September 1, and December 1. In this example, we do not use the March 1
    date as the first withdrawal took place after March 1. The contract
    anniversary date of December 1 is considered the fourth and final quarterly
    valuation date for the year.
 ** In this example, the first quarterly value after the first withdrawal is
    $118,000 on June 1, yielding an adjusted Highest Daily Annual Income Amount
    of $5,900.00. This amount is adjusted on August 6 to reflect the $5,000
    withdrawal. The calculations for the adjustments are:
  .   The Contract Value of $118,000 on June 1 is first reduced
      dollar-for-dollar by $3,500 ($3,500 is the remaining Total Annual Income
      Amount for the contract year), resulting in an adjusted Contract Value of
      $114,500 before the excess withdrawal.
  .   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
      the above example which is the excess withdrawal divided by the Contract
      Value immediately preceding the excess withdrawal) resulting in a Highest
      Quarterly Value of $112,885.55.

 The adjusted Total Annual Income Amount is carried forward to the next
 quarterly anniversary date of September 1. At this time, we compare this
 amount to 5% of the Contract Value on September 1. Since the June 1 adjusted
 Total Annual Income Amount of $5,644.28 is higher than $5,600.00 (5% of
 $112,000), we continue to carry $5,644.28 forward to the next and final
 quarterly anniversary date of December 1. The Contract Value on December 1 is
 $119,000 and 5% of this amount is $5,950. Since this is higher than $5,644.28,
 the adjusted Total Annual Income Amount is reset to $5,950.00

 In this example, 5% of the December 1 value yields the highest amount of $
 5,950.00. Since this amount is higher than the current year's Total Annual
 Income Amount of $5,915.49 adjusted for excess withdrawals, the Total Annual
 Income Amount for the next contract year, starting on December 2, 2007 and
 continuing through December 1, 2008, will be stepped-up to $5,950.00.

 Benefits Under Highest Daily Lifetime Five
 To the extent that your Contract Value was reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the Total Annual Income
 Amount and amounts are still payable under the Highest Daily Lifetime Five, we
 will make an additional payment, if any, for that contract year equal to the
 remaining Total Annual Income Amount for the contract year. Thus, in that
 scenario, the remaining Total Annual Income Amount would be payable even
 though your Contract Value was reduced to zero. In

                                      68



 subsequent contract years we make payments that equal the Total Annual Income
 Amount as described in this section. We will make payments until the death of
 the single designated life. To the extent that cumulative withdrawals in the
 current contract year that reduced your Contract Value to zero are more than
 the Total Annual Income Amount, the Highest Daily Lifetime Five Benefit
 terminates, and no additional payments will be made.

 If annuity payments are to begin under the terms of your contract, or if you
 decide to begin receiving annuity payments and there is a Total Annual Income
 Amount due in subsequent contract years, you can elect one of the following
 two options:
 (1)Apply your Contract Value to any annuity option available; or
 (2)Request that, as of the date annuity payments are to begin, we make annuity
    payments each year equal to the Total Annual Income Amount. We will make
    payments until the death of the single designated life.

 We must receive your request in a form acceptable to us at our office.

 In the absence of an election when mandatory annuity payments are to begin, we
 will make annual annuity payments in the form of a single life fixed annuity
 with ten payments certain, by applying the greater of the annuity rates then
 currently available or the annuity rates guaranteed in your contract. The
 amount that will be applied to provide such annuity payments will be the
 greater of:
 (1)The present value of the future Total Annual Income Amount payments. Such
    present value will be calculated using the greater of the single life fixed
    annuity rates then currently available or the single life fixed annuity
    rates guaranteed in your contract; and
 (2)The Contract Value.

 If no withdrawal was ever taken, we will calculate the Total Annual Income
 Amount as if you made your first withdrawal on the date the annuity payments
 are to begin.

 Other Important Considerations

  .   Withdrawals under the Total Lifetime Five Benefit are subject to all of
      the terms and conditions of the contract, including any CDSC.

  .   Withdrawals made while the Highest Daily Lifetime Five Benefit is in
      effect will be treated, for tax purposes, in the same way as any other
      withdrawals under the contract. The Highest Daily Lifetime Five Benefit
      does not directly affect the Contract Value or surrender value, but any
      withdrawal will decrease the Contract Value by the amount of the
      withdrawal (plus any applicable CDSC). If you surrender your contract,
      you will receive the current surrender value.
  .   You can make withdrawals from your contract while your Contract Value is
      greater than zero without purchasing the Highest Daily Lifetime Five
      Benefit. The Highest Daily Lifetime Five Benefit provides a guarantee
      that if your Contract Value declines due to market performance, you will
      be able to receive your Total Annual Income Amount in the form of
      periodic benefit payments.

  .   In general you must allocate your Contract Value in accordance with the
      then available investment option(s) that we may prescribe in order to
      elect and maintain the Highest Daily Lifetime Five benefit. If,
      subsequent to your election of the benefit, we change our requirements
      for how Contract Value must be allocated under the benefit, the new
      requirement will apply only to new elections of the benefit, and we will
      not compel you to re-allocate your Contract Value in accordance with our
      newly-adopted requirements. Subsequent to any change in requirements,
      transfers of Contract Value and allocation of additional Purchase
      Payments may be subject to the new investment limitations.

  .   Please note that the payments that we make under this benefit after the
      contract anniversary coinciding with or next following the Annuitant's
      95/th/ birthday will be treated as annuity payments.

  .   Upon inception of the benefit, 100% of your Contract Value must be
      allocated to the permitted sub-accounts. However, the asset transfer
      component of the benefit as described below may transfer Contract Value
      to the Benefit Fixed Rate Account as of the effective date of the benefit
      in some circumstances
  .   You cannot allocate Purchase Payments or transfer Contract Value to a
      Fixed Interest Rate Option if you elect this benefit
  .   Transfers to and from the Sub-accounts and the Benefit Fixed Rate Option
      triggered by the asset transfer component of the benefit will not count
      toward the maximum number of free transfers allowable under an Annuity


 Election of and Designations Under the Benefit
 For Highest Daily Lifetime Five, there must be either a single owner who is
 the same as the annuitant, or if the contract is entity-owned, there must be a
 single natural person annuitant. In either case, the annuitant must be at
 least 55 years old.

 Any change of the annuitant under the contract will result in cancellation of
 Highest Daily Lifetime Five. Similarly, any change of owner will result in
 cancellation of Highest Daily Lifetime Five, except if (a) the new owner has
 the same taxpayer identification number as the previous owner, (b) both the
 new owner and previous owner are entities, or (c) the previous owner is a
 natural person and the new owner is an entity.


 Highest Daily Lifetime Five can be elected at the time that you purchase your
 contract. We also offer existing owners (i.e., those who have already acquired
 their contract) the option to elect Highest Daily Lifetime Five after the
 Contract Date, subject to our eligibility rules and restrictions.


                                      69



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 Currently, if you terminate the Highest Daily Lifetime Five Benefit, you will
 (a) not be permitted to re-elect the benefit and (b) will be allowed to elect
 the Spousal Lifetime Five Benefit or the Lifetime Five Income Benefit on any
 anniversary of the contract date that is at least 90 calendar days from the
 date the Highest Daily Lifetime Five Benefit was terminated. We reserve the
 right to further limit the election frequency in the future. Before making any
 such change to the election frequency, we will provide prior notice to owners
 who have an effective Highest Daily Lifetime Five Benefit.

 Termination of the Benefit
 You may terminate the benefit at any time by notifying us. If you terminate
 the benefit, any guarantee provided by the benefit will terminate as of the
 date the termination is effective, and certain restrictions on re-election
 will apply as described above. We reserve the right to further limit the
 frequency election in the future. The benefit terminates: (i) upon your
 termination of the benefit, (ii) upon your surrender of the contract,
 (iii) upon your election to begin receiving annuity payments; (iv) upon the
 death of the designated life, (v) if both the Contract Value and Total Annual
 Income Amount equal zero, or (vi) if you fail to meet our requirements for
 issuing the benefit.


 Upon termination of Highest Daily Lifetime Five, we cease deducting the charge
 for the benefit. With regard to your investment allocations, upon termination
 we will: (i) leave intact amounts that are held in the variable investment
 options, and (ii) transfer all amounts held in the Benefit Fixed Rate Account
 (as described below) to your variable investment options, based on your
 existing allocation instructions or (in the absence of such existing
 instructions) pro rata (i.e. in the same proportion as the current balances in
 your variable investment options). Upon termination, we may limit or prohibit
 investment in the Fixed Interest Rate Options.


 Return of Principal Guarantee

 If you have not made a withdrawal before the tenth anniversary of the day on
 which you elected Highest Daily Lifetime Five (the "Tenth Anniversary"), we
 will increase your Contract Value on the Tenth Anniversary (or the next
 business day, if that anniversary is not a business day), if the requirements
 set forth in this paragraph are met. Thus, if you take a withdrawal prior to
 the Tenth Anniversary, you are not eligible to receive the Return of Principal
 Guarantee. On the Tenth Anniversary, we add:

 (a)your Contract Value on the day that you elected Highest Daily Lifetime Five
    and
 (b)the sum of each purchase payment you made (including any credits) during
    the one-year period after you elected the benefit.


 If the sum of (a) and (b) is greater than your Contract Value on the Tenth
 Anniversary, we increase your Contract Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Contract Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Contract Value under this
 provision will be allocated to each of your variable investment options and
 the Benefit Fixed Rate Account (described below), in the same proportion that
 each such investment option bears to your total Contract Value, immediately
 prior to the application of the amount. Any such amount will not be considered
 a Purchase Payment when calculating your Total Protected Withdrawal Value,
 your Death Benefit, or the amount of any other or optional benefit that you
 may have selected. This potential addition to Contract Value is available only
 if you have elected Highest Daily Lifetime Five and if you meet the conditions
 set forth in this paragraph.


 Asset Transfer Component of Highest Daily Lifetime Five

 As indicated above, we limit the sub-accounts to which you may allocate
 Contract Value if you elect Highest Daily Lifetime Five. For purposes of this
 benefit, we refer to those permitted sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Five, we require that you participate in our specialized asset transfer
 program, under which we may transfer Contract Value between the Permitted
 Sub-accounts and a fixed interest rate account that is part of our general
 account (the "Benefit Fixed Rate Account"). The Benefit Fixed Rate Account is
 available only with this benefit, and thus you may not allocate purchase
 payments to that Account.

 Under the asset transfer component of Highest Daily Lifetime Five, we monitor
 your Contract Value daily and, if necessary, systematically transfer amounts
 between the Permitted Sub-accounts you have chosen and the Benefit Fixed Rate
 Account. Any transfer would be made in accordance with a formula, which is set
 forth in the schedule supplement to the endorsement for this benefit (and also
 appears in the Appendices to this prospectus). Speaking generally, the
 formula, which we apply each business day, operates as follows. The formula
 starts by identifying your Total Protected Withdrawal Value for that day and
 then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 Highest Daily Annual Income Amount. Then, using our actuarial tables, we
 produce an estimate of the total amount we would target in our allocation
 model, based on the projected Highest Daily Annual Income Amount each year for
 the rest of your life. In the formula, we refer to that value as the "Target
 Value." If you have already made a withdrawal, your projected Total Income
 Amount (and thus your Target Value) would take into account any automatic
 step-up that was scheduled to occur according to the step-up formula described
 above. Next, the formula subtracts from the Target Value the amount held
 within the Benefit Fixed Rate Account on that day, and divides that difference
 by the amount held within the Permitted Sub-accounts. That ratio, which
 essentially isolates the amount of your Target Value that is not offset by
 amounts held within the Benefit Fixed Rate Account, is called the "Target
 Ratio". If the Target Ratio exceeds a certain percentage, (currently 83%) it
 means essentially that too much Target Value is not offset by assets within
 the Benefit Fixed Rate Account, and


                                      70




 therefore we will transfer an amount from your Permitted Sub-accounts to the
 Benefit Fixed Rate Account. Conversely, if the Target Ratio falls below a
 certain percentage, then a transfer from the Benefit Fixed Rate Account to the
 Permitted Sub-accounts would occur.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Contract Value to the Benefit Fixed Rate
 Account, because such a reduction will tend to increase the Target Ratio.
 Moreover, certain market return scenarios involving "flat" returns over a
 period of time also could result in the transfer of money to the Benefit Fixed
 Rate Account. In deciding how much to transfer, we use another formula, which
 essentially seeks to re-balance amounts held in the Permitted Sub-accounts and
 the Benefit Fixed Rate Account so that the Target Ratio meets a target ratio,
 which currently is equal to 80%. Once you elect Highest Daily Lifetime Five,
 the ratios we use will be fixed. For newly issued annuities that elect Highest
 Daily Lifetime Five and existing annuities that elect Highest Daily Lifetime
 Five, however, we reserve the right to change the ratios.


 While you are not notified when your contract reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Contract Value either to or from the Benefit Fixed Rate Account. The
 formula by which the reallocation triggers operate is designed primarily to
 mitigate the financial risks that we incur in providing the guarantee under
 Highest Daily Lifetime Five.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may:
  .   Not make any transfer; or
  .   If a portion of your Contract Value was previously allocated to the
      Benefit Fixed Rate Account, transfer all or a portion of those amounts to
      the Permitted Sub-accounts, based on your existing allocation
      instructions (e.g., asset allocation) or (in the absence of such existing
      instructions) pro rata. Amounts taken out of the Benefit Fixed Rate
      Account will be withdrawn for this purpose on a last-in, first-out basis
      (an amount renewed into a new guarantee period under the Benefit Fixed
      Rate Account will be deemed a new investment for purposes of this
      last-in, first-out rule); or
  .   Transfer all or a portion of your Contract Value in the Permitted
      Sub-accounts pro-rata to the Benefit Fixed Rate Account. The interest
      that you earn on such transferred amount will be equal to the annual rate
      that we have set for that day, and we will credit the daily equivalent of
      that annual interest until the earlier of one year from the date of the
      transfer or the date that such amount in the Benefit Fixed Rate Account
      is transferred back to the Permitted Sub-accounts.

 If a significant amount of your Contract Value is systematically transferred
 to the Benefit Fixed Rate Account during periods of market declines or low
 interest rates, less of your Contract Value may be available to participate in
 the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. Under the reallocation formula that we employ, it
 is possible that a significant portion of your Contract Value may be allocated
 to the Benefit Fixed Rate Account.


 Additional Tax Considerations
 If you purchase a contract as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the minimum distribution rules under
 the Code require that you begin receiving periodic amounts from your contract
 beginning after age 70 1/2. For a Tax Sheltered Annuity or a 401(a) plan for
 which the participant is not a greater than 5 percent owner of the employer,
 this required beginning date can generally be deferred to retirement, if
 later. Roth IRAs are not subject to these rules during the owner's lifetime.
 The amount required under the Code may exceed the Total Annual Income Amount,
 which will cause us to increase the Total Annual Income Amount in any Contract
 Year that required minimum distributions due from your Contract are greater
 than such amounts. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as minimum distribution requirements. Please note, however, that any
 withdrawal you take prior to the Tenth Anniversary, even if withdrawn to
 satisfy required minimum distribution rules, will cause you to lose the
 ability to receive Enhanced Protected Withdrawal Value and an amount under the
 Return of Principal Guarantee.

 As indicated, withdrawals made while the Highest Daily Lifetime Five Benefit
 is in effect will be treated, for tax purposes, in the same way as any other
 withdrawals under the contract. Please see the Tax Considerations section of
 the prospectus for a detailed discussion of the tax treatment of withdrawals.
 We do not address each potential tax scenario that could arise with respect to
 this Benefit here. However, we do note that if you participate in Highest
 Daily Lifetime Five through a non-qualified annuity, and your annuity has
 received Enhanced Protected Withdrawal Value and/or an additional amount under
 the Return of Principal Guarantee, as with all withdrawals, once all purchase
 payments are returned under the contract, all subsequent withdrawal amounts
 will be taxed as ordinary income.


 6: WHAT IS THE INCOME APPRECIATOR BENEFIT?

 INCOME APPRECIATOR BENEFIT
 The Income Appreciator Benefit (IAB) is an optional, supplemental income
 benefit that provides an additional income amount during the accumulation
 period or upon annuitization. The Income Appreciator Benefit is designed to
 provide you with additional

                                      71



 6: WHAT IS THE INCOME APPRECIATOR BENEFIT? continued

 funds that can be used to help defray the impact taxes may have on
 distributions from your contract. IAB may be suitable for you in other
 circumstances as well, which you can discuss with your registered
 representative. Because individual circumstances vary, you should consult with
 a qualified tax advisor to determine whether it would be appropriate for you
 to elect the Income Appreciator Benefit.

 If you want the Income Appreciator Benefit, you generally must elect it when
 you make your initial purchase payment. Once you elect the Income Appreciator
 Benefit, you may not later revoke it.

..   The annuitant must be 75 or younger in order for you to elect the Income
    Appreciator Benefit.
..   If you choose the Income Appreciator Benefit, we will impose an annual
    charge equal to 0.25% of your Contract Value. See "What Are The Expenses
    Associated With The Strategic Partners Plus 3 Contract?" in Section 8.

 Activation of the Income Appreciator Benefit
 YOU CAN ACTIVATE THE INCOME APPRECIATOR BENEFIT AT ANY TIME AFTER IT HAS BEEN
 IN FORCE FOR SEVEN YEARS. To activate the Income Appreciator Benefit, you must
 send us a written request in good order.

 Once activated, you can receive the Income Appreciator Benefit:-IAB OPTION
 1-at annuitization as part of an annuity payment;
..   IAB OPTION 2 - during the accumulation phase through the IAB automatic
    withdrawal payment program; or
..   IAB OPTION 3 - during the accumulation phase as an Income Appreciator
    Benefit credit to your contract over a 10-year period.

 Income Appreciator Benefit payments are treated as earnings and may be subject
 to tax upon withdrawal. See Section 10, "What Are The Tax Considerations
 Associated With The Strategic Partners Plus 3 Contract?"

 If you do not activate the benefit prior to the maximum annuitization age you
 may lose all or part of the IAB.

 CALCULATION OF THE INCOME APPRECIATOR BENEFIT
 We will calculate the Income Appreciator Benefit amount as of the date we
 receive your written request in good order (or, for IAB Option 1, on the
 annuity date). We do this by multiplying the current earnings in the contract
 by the applicable Income Appreciator Benefit percentage based on the number of
 years the Income Appreciator Benefit has been in force. For purposes of
 calculating the Income Appreciator Benefit:
..   earnings are calculated as the difference between the Contract Value and
    the sum of all purchase payments;

..   earnings do not include (1) any amount added to the Contract Value as a
    result of the Spousal Continuance Option, or (2) if we were to permit you
    to elect the Income Appreciator Benefit after the contract date, any
    earnings accrued under the contract prior to that election;

..   withdrawals reduce earnings first, then purchase payments, on a
    dollar-for-dollar basis;
..   the table below shows the Income Appreciator Benefit percentages
    corresponding to the number of years the Income Appreciator Benefit has
    been in force.



         Number of Years Income Appreciator Benefit Income Appreciator
                     has been in Force              Benefit Percentage
         -------------------------------------------------------------
                                                 
                            0-6                            0%
         -------------------------------------------------------------
                            7-9                            15%
         -------------------------------------------------------------
                           10-14                           20%
         -------------------------------------------------------------
                            15+                            25%
         -------------------------------------------------------------



 IAB Option 1 - Income Appreciator Benefit At Annuitization
 Under this option, if you choose to activate the Income Appreciator Benefit at
 annuitization, we will calculate the Income Appreciator Benefit amount on the
 annuity date and add it to the adjusted Contract Value for purposes of
 determining the amount available for annuitization. You may apply this amount
 to any annuity or settlement option over the lifetime of the annuitant, joint
 annuitants, or a period certain of at least 15 years (but not to exceed life
 expectancy).

 UPON ANNUITIZATION, YOU MAY LOSE ALL OR A PORTION OF THE INCOME APPRECIATOR
 BENEFIT IF YOU CHOOSE AN ANNUITY SETTLEMENT OPTION OTHER THAN ANY LIFETIME
 PAYOUT OPTION OR PERIOD CERTAIN OPTION FOR AT LEAST 15 YEARS. IN SUCH
 INSTANCES, WE WOULD NOT REIMBURSE YOU FOR THE EXPENSES YOU HAD PAID US FOR
 THIS BENEFIT.

                                      72



 Effect of Income Appreciator Benefit on Guaranteed Minimum Income Benefit
 If you exercise the Guaranteed Minimum Income Benefit feature and an Income
 Appreciator Benefit amount remains payable under your contract, the value we
 use to calculate the annuity payout amount will be the greater of:
 1. the adjusted Contract Value plus the remaining Income Appreciator Benefit
    amount, calculated at current IAB annuitization rates; or
 2. the GMIB protected value plus the remaining Income Appreciator Benefit
    amount, calculated using the GMIB guaranteed annuity purchase rates shown
    in the contract.

 If you exercise the Guaranteed Minimum Income Benefit feature and activate the
 Income Appreciator Benefit at the same time, you must choose among the
 Guaranteed Minimum Income Benefit annuity payout options available at the time.

 Terminating the Income Appreciator Benefit
 The Income Appreciator Benefit will terminate on the earliest of:
..   the date you make a total withdrawal from the contract;

..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Option;

..   the date the Income Appreciator Benefit amount is reduced to zero
    (generally ten years after activation) under IAB Options 2 and 3;
..   the date of annuitization; or
..   the date the contract terminates.

 Upon termination of the Income Appreciator Benefit, we cease imposing the
 associated charge.

 INCOME APPRECIATOR BENEFIT OPTIONS DURING THE ACCUMULATION PHASE
 You may choose IAB Option 1 at annuitization, but you may instead choose IAB
 Options 2 or 3 during the accumulation phase of your contract. Income
 Appreciator Benefit payments under IAB Options 2 and 3 will begin on the same
 day of the month as the contract date, beginning with the next month following
 our receipt of your request in good order. Under IAB Options 2 and 3, you can
 choose to have the Income Appreciator Benefit amounts paid or credited
 monthly, quarterly, semi-annually, or annually.

 IAB OPTIONS 2 AND 3 INVOLVE A TEN-YEAR PAYMENT PERIOD. IF THE 10-YEAR PAYMENT
 PERIOD WOULD END AFTER THE ANNUITY DATE AND YOU CHOOSE AN ANNUITY SETTLEMENT
 OPTION OTHER THAN ANY LIFETIME PAYOUT OPTION OR PERIOD CERTAIN OPTION OF AT
 LEAST 15 YEARS OR YOU MAKE A FULL WITHDRAWAL, YOU MAY LOSE ALL OR ANY
 REMAINING PORTION OF THE INCOME APPRECIATOR BENEFIT. IN SUCH INSTANCES, WE
 WOULD NOT REIMBURSE YOU FOR THE EXPENSES YOU HAD PAID US FOR THIS BENEFIT.

 IAB Option 2 - Income Appreciator Benefit Automatic Withdrawal Payment Program
 Under this option, you elect to receive the Income Appreciator Benefit during
 the accumulation phase. When you activate the benefit, a 10-year Income
 Appreciator Benefit automatic withdrawal payment program begins. We will pay
 you the Income Appreciator Benefit amount in equal installments over a 10-year
 payment period. You may combine this Income Appreciator Benefit amount with an
 automated withdrawal amount from your Contract Value, in which case each
 combined payment must be at least $100.

 The maximum automated withdrawal payment amount that you may receive from your
 Contract Value under this Income Appreciator Benefit program in any contract
 year during the 10-year period may not exceed 10% of the Contract Value as of
 the date you activate the Income Appreciator Benefit.

 Once we calculate the Income Appreciator Benefit, the amount will not be
 affected by changes in Contract Value due to the investment performance of any
 allocation option. Withdrawal charges may apply to automatic withdrawal
 payment amounts, but not to amounts attributable to the Income Appreciator
 Benefit.

 After the ten-year payment period has ended, if the remaining Contract Value
 is $2,000 or more, the contract will continue. If the remaining Contract Value
 is less than $2,000 after the end of the 10-year payment period, we will pay
 you the remaining Contract Value and the contract will terminate. If the
 Contract Value falls below the minimum amount required to keep the contract in
 force due solely to investment results before the end of the 10-year payment
 period, we will continue to pay the Income Appreciator Benefit amount for the
 remainder of the 10-year payment period.

 Discontinuing the Income Appreciator Benefit Automatic Withdrawal Payment
 Program Under IAB Option 2
 You may discontinue the Income Appreciator Benefit payment program under IAB
 Option 2 and activate IAB Option 3 at any time after payments have begun and
 before the last payment is made. We will add the remaining Income Appreciator
 Benefit amount to the Contract Value at the same frequency as your initial
 election until the end of the 10-year payment period. We will treat any

                                      73



 6: WHAT IS THE INCOME APPRECIATOR BENEFIT? continued

 Income Appreciator Benefit amount added to the Contract Value as additional
 earnings. Unless you direct us otherwise, we will allocate these additions to
 the variable investment options, fixed interest rate options, or the market
 value adjustment option in the same proportions as your most recent purchase
 payment allocation percentages.

 You may discontinue the Income Appreciator Benefit payment program under IAB
 Option 2 before the last payment is made and elect an annuity or settlement
 option. We will add the balance of the Income Appreciator Benefit amount for
 the 10-year payment period to the Contract Value in a lump sum before
 determining the adjusted Contract Value. The adjusted Contract Value may be
 applied to any annuity or settlement option that is paid over the lifetime of
 the annuitant, joint annuitants, or a period certain of at least 15 years (but
 not to exceed life expectancy).

 IAB Option 3 - Income Appreciator Benefit Credit to Contract Value
 Under this option, you can activate the Income Appreciator Benefit and receive
 the benefit as credits to your Contract Value over a 10-year payment period.
 We will allocate these Income Appreciator Benefit credits to the variable
 investment options, the fixed interest rate options, or the market value
 adjustment option in the same manner as your current allocation, unless you
 direct us otherwise. We will waive the $1,000 minimum requirement for the
 market value adjustment option. We will calculate the Income Appreciator
 Benefit amount on the date we receive your written request in good order. Once
 we have calculated the Income Appreciator Benefit, the Income Appreciator
 Benefit credit will not be affected by changes in Contract Value due to the
 investment performance of any allocation option.

 Before we add the last Income Appreciator Benefit credit to your Contract
 Value, you may switch to IAB Option 2 and receive the remainder of the Income
 Appreciator Benefit as payments to you (instead of credits to the Contract
 Value) under the Income Appreciator Benefit program for the remainder of the
 10-year payment period.

 You can also request that any remaining payments in the 10-year payment period
 be applied to an annuity or settlement option that is paid over the lifetime
 of the annuitants, joint annuitants, or a period certain of at least 15 years
 (but not to exceed life expectancy).

 Excess Withdrawals
 During the 10 year period under IAB options 2 or 3, an "excess withdrawal"
 occurs when any amount is withdrawn from your Contract Value in a contract
 year that exceeds the sum of (1) 10% of the Contract Value as of the date the
 Income Appreciator Benefit was activated plus (2) earnings since the Income
 Appreciator Benefit was activated that have not been previously withdrawn.

 We will deduct the excess withdrawal on a proportional basis from the
 remaining Income Appreciator Benefit amount. We will then calculate and apply
 a new reduced Income Appreciator Benefit amount.

 Withdrawals you make in a contract year that do not exceed the sum of (1) 10%
 of the Contract Value as of the date the Income Appreciator Benefit was
 activated plus (2) earnings since the Income Appreciator Benefit was activated
 that have not been previously withdrawn do not reduce the remaining Income
 Appreciator Benefit amount. Additionally, if the amount withdrawn in any year
 is less than the excess withdrawal threshold, the difference between the
 amount withdrawn and the threshold can be carried over to subsequent years on
 a cumulative basis and withdrawn without causing a reduction to the Income
 Appreciator Benefit amount.

 Effect of Total Withdrawal on Income Appreciator Benefit
 We will not make Income Appreciator Benefit payments after the date you make a
 total withdrawal of the contract surrender value.

 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS PLUS 3 CONTRACT?

 PURCHASE PAYMENTS
 The initial purchase payment is the amount of money you give us to purchase
 the contract. Unless we agree otherwise, and subject to our rules, the minimum
 initial purchase payment is $10,000. You must get our prior approval for any
 initial and additional purchase payment of $1,000,000 or more, unless we are
 prohibited under applicable state law from insisting on such prior approval.
 With some restrictions, you can make additional purchase payments by means
 other than electronic fund transfer of no less than $500 at any time during
 the accumulation phase. However, we impose a minimum of $100 with respect to
 additional purchase payments made through electronic fund transfers. (You may
 not make additional purchase payments if you purchase a contract issued in
 Massachusetts, or if you purchase a Contract With Credit issued in
 Pennsylvania.)

                                      74



 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger on the contract date. Certain
 age limits apply to certain features and benefits described herein. No
 subsequent purchase payments may be made on or after the earliest of the 86th
 birthday of:
..   the owner,
..   the joint owner,
..   the annuitant, or
..   the co-annuitant.

 Currently, the maximum aggregate purchase payments you may make is $20
 million. We limit the maximum total purchase payments in any contract year
 other than the first to $2 million absent our prior approval. Depending on
 applicable state law, other limits may apply.

 ALLOCATION OF PURCHASE PAYMENTS
 When you purchase a contract, we will allocate your invested purchase payment
 among the variable or fixed interest rate options, or the market value
 adjustment option based on the percentages you choose. The percentage of your
 allocation to a particular investment option can range in whole percentages
 from 0% to 100%.

 When you make an additional purchase payment, it will be allocated in the same
 way as your most recent purchase payment, unless you tell us otherwise.
 Allocations to the DCA Fixed Rate Option must be no less than $2,000 and,
 allocations to the market value adjustment option must be no less than $1,000.

 You may change your allocation of future invested purchase payments at any
 time. Contact the Prudential Annuity Service Center for details.


 We generally will credit the initial purchase payment to your contract within
 two business days from the day on which we receive your payment in good order
 at the Prudential Annuity Service Center. If, however, your first payment is
 made without enough information for us to set up your contract, we may need to
 contact you to obtain the required information. If we are not able to obtain
 this information within five business days, we will within that five business
 day period either return your purchase payment or obtain your consent to
 continue holding it until we receive the necessary information. We will
 generally credit each subsequent purchase payment as of the business day we
 receive it in good order at the Prudential Annuity Service Center. Our
 business day generally closes at 4:00 p.m. Eastern time. Our business day may
 close earlier, for example if regular trading on the New York Stock Exchange
 closes early. Subsequent purchase payments received in good order after the
 close of the business day will be credited on the following business day. With
 respect to both your initial Purchase Payment and any subsequent Purchase
 Payment that is pending investment in our Separate Account, we may hold the
 amount temporarily in our general account and may earn interest on such
 amount. You will not be credited with interest during that period.


 At our discretion, we may give initial and subsequent purchase payments (as
 well as withdrawals and transfers) received in good order by certain
 broker/dealers prior to the close of a business day the same treatment as they
 would have received had they been received at the same time at the Prudential
 Annuity Service Center. For more detail, talk to your registered
 representative.

 Applicable laws designed to counter terrorists and prevent money laundering
 might, in certain circumstances, require us to block a contract owner's
 ability to make certain transactions, and thereby refuse to accept purchase
 payments or requests for transfers, partial withdrawals, total withdrawals,
 death benefits, or income payments until instructions are received from the
 appropriate regulator. We also may be required to provide additional
 information about you and your contract to government regulators.

 CREDITS
 If you purchase the Contract With Credit, we will add a credit amount to your
 Contract Value with each purchase payment you make. The credit amount is
 allocated to the variable or fixed interest rate investment options or the
 market value adjustment option in the same percentages as the purchase payment.

 The bonus credit that we pay with respect to any purchase payment depends on
 (i) the age of the older of the owner or joint owner on the date on which the
 purchase payment is made and (ii) the amount of the purchase payment.
 Specifically,
..   if the elder owner is 80 or younger on the date that the purchase payment
    is made, then we will add a bonus credit to the purchase payment equal to
    4% if the purchase payment is less than $250,000; 5% if the purchase
    payment is equal to or greater than $250,000 but less than $1 million; or
    6% if the purchase payment is $1 million or greater; and
..   if the elder owner is aged 81-85 on the date that the purchase payment is
    made, then we will add a bonus credit equal to 3% of the amount of the
    purchase payment.

 Under the Contract With Credit, if the owner returns the contract during the
 free look period, we will recapture the bonus credits. If we pay a death
 benefit under the contract, we have a contractual right to take back any
 credit we applied within one year of the date of death.

                                      75



 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS PLUS 3 CONTRACT?  continued


 CALCULATING CONTRACT VALUE
 The value of the variable portion of your contract will go up or down
 depending on the investment performance of the variable investment options you
 choose. To determine the value of your contract allocated to the variable
 investment options, we use a unit of measure called an accumulation unit. An
 accumulation unit works like a share of a mutual fund.

 Every day we determine the value of an accumulation unit for each of the
 variable investment options. We do this by:
 1) adding up the total amount of money allocated to a specific investment
    option,
 2) subtracting from that amount insurance charges and any other applicable
    charges such as for taxes, and
 3) dividing this amount by the number of outstanding accumulation units.

 When you make a purchase payment to a variable investment option, we credit
 your contract with accumulation units of the subaccount or subaccounts for the
 investment options you choose. We determine the number of accumulation units
 credited to your contract by dividing the amount of the purchase payment, plus
 (if you have purchased the Contract With Credit) any applicable credit,
 allocated to a variable investment option by the unit price of the
 accumulation unit for that variable investment option. We calculate the unit
 price for each investment option after the New York Stock Exchange closes each
 day and then credit your contract. The value of the accumulation units can
 increase, decrease, or remain the same from day to day.

 We cannot guarantee that your Contract Value will increase or that it will not
 fall below the amount of your total purchase payments.

 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS 3
 CONTRACT?

 There are charges and other expenses associated with the contract that reduce
 the return on your investment. these charges and expenses are described below.

 The charges under the contracts are designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under the contracts. They are also designed, in the aggregate, to compensate
 us for the risks of loss we assume pursuant to the contracts. If, as we
 expect, the charges that we collect from the contracts exceed our total costs
 in connection with the contracts, we will earn a profit. Otherwise, we will
 incur a loss. The rates of certain of our charges have been set with reference
 to estimates of the amount of specific types of expenses or risks that we will
 incur. In most cases, this prospectus identifies such expenses or risks in the
 name of the charge; however, the fact that any charge bears the name of, or is
 designed primarily to defray a particular expense or risk does not mean that
 the amount we collect from that charge will never be more than the amount of
 such expense or risk. Nor does it mean that we may not also be compensated for
 such expense or risk out of any other charges we are permitted to deduct by
 the terms of the contract.

 INSURANCE AND ADMINISTRATIVE CHARGES
 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit or the Highest Daily Lifetime Five Benefit, and an
 additional charge of 0.75% annually if you choose the Spousal Lifetime Five
 Income Benefit. If you choose a Guaranteed Minimum Death Benefit option,
 Highest Daily Value Death Benefit option, or Lifetime Five Income Benefit
 option, the insurance and administrative cost also includes a charge to cover
 our assumption of the associated risk. The mortality risk portion of the
 charge is for assuming the risk that the annuitant(s) will live longer than
 expected based on our life expectancy tables. When this happens, we pay a
 greater number of annuity payments. We also incur the risk that the death
 benefit amount exceeds the Contract Value. The expense risk portion of the
 charge is for assuming the risk that the current charges will be insufficient
 in the future to cover the cost of administering the contract. The
 administrative expense portion of the charge compensates us for the expenses
 associated with the administration of the contract. This includes preparing
 and issuing the contract; establishing and maintaining contract records;
 preparation of confirmations and annual reports; personnel costs; legal and
 accounting fees; filing fees; and systems costs.

 We calculate the insurance and administrative charge based on the average
 daily value of all assets allocated to the variable investment options. These
 charges are not assessed against amounts allocated to the fixed interest rate
 options. The amount of the charge depends on the death benefit (or other)
 option that you choose.

 The death benefit charge is equal to:
..   1.40% on an annual basis if you choose the base death benefit,
..   1.65% on an annual basis if you choose either the roll-up or step-up
    Guaranteed Minimum Death Benefit option, (i.e., 0.25% in addition to the
    base death benefit charge),

                                      76



..   1.75% on an annual basis if you choose the greater of the roll-up and
    step-up Guaranteed Minimum Death Benefit option (i.e., 0.35% in addition to
    the base death benefit charge), or
..   1.90% on an annual basis if you choose the Highest Daily Value Death
    Benefit (i.e., 0.50% in addition to the base death benefit charge).

 We impose an additional insurance and administrative charge of 0.10% annually
 (of Contract Value attributable to the variable investment options) for the
 Contract With Credit.


 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit or Highest Daily Lifetime Five Benefit. We impose an
 additional charge of 0.75% annually if you choose the Spousal Lifetime Five
 Income Benefit. The 0.60% and 0.75% charges are in addition to the charge we
 impose for the applicable death benefit, and are deducted daily based on the
 Contract Value in the variable investment options. Upon any reset of the
 amounts guaranteed under these benefits, we reserve the right to adjust the
 charge to that being imposed at that time for new elections of the benefits.


 If the charges under the contract are not sufficient to cover our expenses,
 then we will bear the loss. We do, however, expect to profit from these
 charges. Any profits made from these charges may be used by us to pay for the
 costs of distributing the contracts. If you choose the Contract With Credit,
 we will also use any profits from this charge to recoup our costs of providing
 the credit.

 WITHDRAWAL CHARGE
 A withdrawal charge may apply if you make a full or partial withdrawal during
 the withdrawal charge period for a purchase payment. The amount and duration
 of the withdrawal charge depends on whether you choose the Contract With
 Credit or the Contract Without Credit. The withdrawal charge varies with the
 number of contract anniversaries that have elapsed since each purchase payment
 being withdrawn was made. Specifically, we maintain an "age" for each purchase
 payment you have made by keeping track of how many contract anniversaries have
 passed since the purchase payment was made.

 The withdrawal charge is the percentage, shown below, of the amount withdrawn.



- --------------------------------------------------------------------------------------------------------------------
  Number of Contract Anniversaries     Contract with Credit Withdrawal Charge           Contract without
   since the Date of each Purchase                                                  Credit Withdrawal Charge
               Payment
- --------------------------------------------------------------------------------------------------------------------
                                                                        
                  0                                     8%                                     7%
- --------------------------------------------------------------------------------------------------------------------
                  1                                     8%                                     6%
- --------------------------------------------------------------------------------------------------------------------
                  2                                     8%                                     5%
- --------------------------------------------------------------------------------------------------------------------
                  3                                     8%                                     4%
- --------------------------------------------------------------------------------------------------------------------
                  4                                     7%                                     3%
- --------------------------------------------------------------------------------------------------------------------
                  5                                     6%                                     2%
- --------------------------------------------------------------------------------------------------------------------
                  6                                     5%                                     1%
- --------------------------------------------------------------------------------------------------------------------
                  7                                     0%                                     0%
- --------------------------------------------------------------------------------------------------------------------


 If a withdrawal is effective on the day before a contract anniversary, the
 withdrawal charge percentage as of the next following contract anniversary
 will apply.

 If you request a withdrawal, we will deduct an amount from the Contract Value
 that is sufficient to pay the withdrawal charge, and provide you with the
 amount requested.

 If you request a full withdrawal, we will provide you with the full amount of
 the Contract Value after making deductions for charges.

 Each contract year, you may withdraw a specified amount of your Contract Value
 without incurring a withdrawal charge. We make this "charge-free amount"
 available to you subject to approval of this feature in your state. We
 determine the charge-free amount available to you in a given contract year on
 the contract anniversary that begins that year. In calculating the charge-free
 amount, we divide purchase payments into two categories-payments that are
 subject to a withdrawal charge and those that are not. We determine the
 charge-free amount based only on purchase payments that are subject to a
 withdrawal charge. The charge-free amount in a given contract year is equal to
 10% of the sum of all the purchase payments subject to the withdrawal charge
 that you have made as of the applicable contract anniversary. During the first
 contract year, the charge-free amount is equal to 10% of the initial purchase
 payment.

                                      77



 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS 3
 CONTRACT?  continued


 When you make a withdrawal (including a withdrawal under the optional Lifetime
 Five Income Benefit), we will deduct the amount of the withdrawal first from
 the available charge-free amount. Any excess amount will then be deducted from
 purchase payments in excess of the charge-free amount and subject to
 applicable withdrawal charges. Once you have withdrawn all purchase payments,
 additional withdrawals will come from any earnings. We do not impose
 withdrawal charges on earnings.

 If a withdrawal or transfer is taken from a market value adjustment guarantee
 period prior to the expiration of the rate guarantee period, we will make a
 market value adjustment to the withdrawal amount, including the withdrawal
 charge. We will then apply a withdrawal charge to the adjusted amount.

 If you choose the Contract With Credit and make a withdrawal that is subject
 to a withdrawal charge, we may use part of that withdrawal charge to recoup
 our costs of providing the credit.

 Withdrawal charges will never be greater than permitted by applicable law.

 WAIVER OF WITHDRAWAL CHARGE FOR CRITICAL CARE

 Except as restricted by applicable state law, we will waive all withdrawal
 charges and any market value adjustment upon receipt of proof that the owner
 or a joint owner is terminally ill, or has been confined to an eligible
 nursing home or eligible hospital continuously for at least three months after
 the contract date. We will also waive the contract maintenance charge if you
 surrender your contract in accordance with the above noted conditions. This
 waiver is not available if the owner has assigned ownership of the contract to
 someone else. Please consult your contract for details about how we define the
 key terms used for this waiver (e.g., eligible nursing home). Note that our
 requirements for this waiver may vary, depending on the state in which your
 contract was issued.


 MINIMUM DISTRIBUTION REQUIREMENTS
 If a withdrawal is taken from a tax qualified contract under the minimum
 distribution option in order to satisfy an Internal Revenue Service mandatory
 distribution requirement only with respect to that contract's account balance,
 we will waive withdrawal charges. See Section 10, "What Are The Tax
 Considerations Associated With The Strategic Partners Plus 3 Contract?"

 CONTRACT MAINTENANCE CHARGE
 On each contract anniversary during the accumulation phase, if your Contract
 Value is less than $75,000, we will deduct the lesser of $35 or 2% of your
 Contract Value, for administrative expenses (this fee may differ in certain
 states). While this is what we currently charge, we may increase this charge
 up to a maximum of $60. Also, we may raise the level of the Contract Value at
 which we waive this fee. The charge will be deducted proportionately from each
 of the contract's investment options. This same charge will also be deducted
 when you surrender your contract if your Contract Value is less than $75,000.

 GUARANTEED MINIMUM INCOME BENEFIT CHARGE
 We will impose an additional charge if you choose the Guaranteed Minimum
 Income Benefit. FOR CONTRACTS SOLD ON OR AFTER JANUARY 20, 2004, OR UPON
 SUBSEQUENT STATE APPROVAL, we will deduct a charge equal to 0.50% per year of
 the average GMIB protected value for the period the charge applies. FOR ALL
 OTHER CONTRACTS, this is an annual charge equal to 0.45% of the average GMIB
 protected value for the period the charge applies. We deduct the charge from
 your Contract Value on each of the following events:
..   each contract anniversary,
..   when you begin the income phase of the contract,
..   upon a full withdrawal, and
..   upon a partial withdrawal if the remaining Contract Value would not be
    enough to cover the then applicable Guaranteed Minimum Income Benefit
    charge.

 If we impose this fee other than on a contract anniversary, then we will
 pro-rate it based on the portion of the contract year that has elapsed since
 the full annual fee was most recently deducted.

 Because the charge is calculated based on the average GMIB protected value, it
 does not increase or decrease based on changes to the annuity's Contract Value
 due to market performance. If the GMIB protected value increases, the dollar
 amount of the annual charge will increase, while a decrease in the GMIB
 protected value will decrease the dollar amount of the charge.

 The charge is deducted annually in arrears each contract year on the contract
 anniversary. We deduct the amount of the charge pro-rata from the Contract
 Value allocated to the variable investment options, the fixed interest rate
 options, and the market value adjustment option. In some states, we may deduct
 the charge for the Guaranteed Minimum Income Benefit in a different manner.

                                      78



 No market value adjustment will apply to the portion of the charge deducted
 from the market value adjustment option. If you surrender your contract, begin
 receiving annuity payments under the GMIB or any other annuity payout option
 we make available during a contract year, or the GMIB terminates, we will
 deduct the charge for the portion of the contract year since the prior
 contract anniversary (or the contract date if in the first contract year).
 Upon a full withdrawal or if the Contract Value remaining after a partial
 withdrawal is not enough to cover the applicable Guaranteed Minimum Income
 Benefit charge, we will deduct the charge from the amount we pay you.

 The fact that we may impose the charge upon a full or partial withdrawal does
 not impair your right to make a withdrawal at the time of your choosing.

 We will not impose the Guaranteed Minimum Income Benefit charge after the
 income phase begins.

 INCOME APPRECIATOR BENEFIT CHARGE
 We will impose an additional charge if you choose the Income Appreciator
 Benefit. This is an annual charge equal to 0.25% of your Contract Value. The
 Income Appreciator Benefit charge is calculated:
..   on each contract anniversary,
..   on the annuity date,
..   upon the death of the sole owner or first-to-die of the owner or joint
    owner prior to the annuity date,
..   upon a full or partial withdrawal, and
..   upon a subsequent purchase payment.

 The fee is based on the Contract Value at the time of the calculation, and is
 prorated based on the portion of the contract year that has elapsed since the
 full annual fee was most recently deducted.

 Although the Income Appreciator Benefit charge may be calculated more often,
 it is deducted only:
..   on each contract anniversary,
..   on the annuity date,
..   upon the death of the sole owner or first-to-die of the owner or joint
    owner prior to the annuity date,
..   upon a full withdrawal, and
..   upon a partial withdrawal if the Contract Value remaining after such
    partial withdrawal is not enough to cover the then-applicable Income
    Appreciator Benefit charge.

 We reserve the right to calculate and deduct the fee more frequently than
 annually, such as quarterly.

 The Income Appreciator Benefit charge is deducted from each investment option
 in the same proportion that the amount allocated to the investment option
 bears to the total Contract Value. No market value adjustment will apply to
 the portion of the charge deducted from the market value adjustment option.
 Upon a full withdrawal, or if the Contract Value remaining after a partial
 withdrawal is not enough to cover the then-applicable Income Appreciator
 Benefit charge, the charge is deducted from the amount paid. The payment of
 the Income Appreciator Benefit charge will be deemed to be made from earnings
 for purposes of calculating other charges. THE FACT THAT WE MAY IMPOSE THE
 CHARGE UPON A FULL OR PARTIAL WITHDRAWAL DOES NOT IMPAIR YOUR RIGHT TO MAKE A
 WITHDRAWAL AT THE TIME OF YOUR CHOOSING.

 We do not assess this charge upon election of IAB Option 1, the completion of
 IAB Option 2 or 3, and upon annuitization. However, we do assess the IAB
 charge during the 10-year payment period contemplated by IAB Options 2 and 3.
 Moreover, you should realize that amounts credited to your Contract Value
 under IAB Option 3 increase the Contract Value, and because the IAB fee is a
 percentage of your Contract Value, the IAB fee may increase as a consequence
 of those additions.

 EARNINGS APPRECIATOR BENEFIT CHARGE
 We will impose an additional charge if you choose the Earnings Appreciator
 Benefit. The charge for this benefit is based on an annual rate of 0.30% of
 your Contract Value.

 We calculate the charge on each of the following events:
..   each contract anniversary,
..   on the annuity date,
..   upon death of the sole or first to die of the owner or joint owner prior to
    the annuity date,
..   upon a full or partial withdrawal, and
..   upon a subsequent purchase payment.

 The fee is based on the Contract Value at time of calculation and is pro-rated
 based on the portion of the contract year since the date that the Earnings
 Appreciator Benefit charge was last calculated.

                                      79



 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS PLUS 3
 CONTRACT?  continued


 Although the Earnings Appreciator Benefit charge may be calculated more often,
 it is deducted only:
..   on each contract anniversary,
..   on the annuity date,
..   upon death of the sole owner or the first to die of the owner or joint
    owner prior to the annuity date,-upon a full withdrawal, and- upon a
    partial withdrawal if the Contract Value remaining after the partial
    withdrawal is not enough to cover the then applicable charge.

 We withdraw this charge from each investment option (including each guarantee
 period) in the same proportion that the amount allocated to the investment
 option bears to the total Contract Value. Upon a full withdrawal or if the
 Contract Value remaining after a partial withdrawal is not enough to cover the
 then-applicable Earnings Appreciator Benefit charge, we will deduct the charge
 from the amount we pay you. We will deem the payment of the Earnings
 Appreciator Benefit charge as made from earnings for purposes of calculating
 other charges.

 BENEFICIARY CONTINUATION OPTION CHARGES
 If your beneficiary takes the Death Benefit under the Beneficiary Continuation
 Option, we deduct a Settlement Service Charge. The charge is assessed daily
 against the average assets allocated to the variable investment options, and
 is equal to an annual charge of 1.00%. In addition, the beneficiary will incur
 an annual maintenance fee equal to the lesser of $30 or 2% of Contract Value
 if the Contract Value is less than $25,000 at the time the fee is assessed.
 The fee will not apply if it is assessed 30 days prior to a surrender request.
 Finally, transfers in excess of 20 per year will incur a $10 transfer fee.

 TAXES ATTRIBUTABLE TO PREMIUM
 There may be federal, state and local premium based taxes applicable to your
 purchase payment. We are responsible for the payment of these taxes and may
 make a deduction from the value of the contract to pay some or all of these
 taxes. It is our current practice not to deduct a charge for state premium
 taxes until annuity payments begin. In the states that impose a premium tax on
 us, the current rates range up to 3.5%. It is also our current practice not to
 deduct a charge for the federal tax associated with deferred acquisition costs
 paid by us that are based on premium received. However, we reserve the right
 to charge the contract owner in the future for any such tax associated with
 deferred acquisition costs and any federal, state or local income, excise,
 business or any other type of tax measured by the amount of premium received
 by us.

 TRANSFER FEE
 You can make 12 free transfers every contract year. We measure a contract year
 from the date we issue your contract (contract date). If you make more than 12
 transfers in a contract year (excluding Dollar Cost Averaging and
 Auto-Rebalancing), we will deduct a transfer fee of $25 for each additional
 transfer. We have the right to increase this fee up to a maximum of $30 per
 transfer, but we have no current plans to do so. We will deduct the transfer
 fee pro-rata from the investment options from which the transfer is made. The
 transfer fee is deducted before the market value adjustment, if any, is
 calculated.

 COMPANY TAXES
 We pay company income taxes on the taxable corporate earnings created by this
 separate account product. While we may consider company income taxes when
 pricing our products, we do not currently include such income taxes in the tax
 charges you pay under the contract. We will periodically review the issue of
 charging for these taxes and may impose a charge in the future.

 In calculating our corporate income tax liability, we derive certain corporate
 income tax benefits associated with the investment of company assets,
 including separate account assets, which are treated as company assets under
 applicable income tax law. These benefits reduce our overall corporate income
 tax liability. Under current law, such benefits may include foreign tax
 credits and corporate dividend received deductions. We do not pass these tax
 benefits through to holders of the separate account annuity contracts because
 (i) the contract owners are not the owners of the assets generating these
 benefits under applicable income tax law and (ii) we do not currently include
 company income taxes in the tax charges you pay under the contract. We reserve
 the right to change these tax practices.

 UNDERLYING MUTUAL FUND FEES
 When you allocate a purchase payment or a transfer to the variable investment
 options, we in turn invest in shares of a corresponding underlying mutual
 fund. Those funds charge fees that are in addition to the contract-related
 fees described in this section. For 2006, the fees of these funds ranged from
 0.37% to 1.19% annually. For certain funds, expenses are reduced pursuant to
 expense waivers and comparable arrangements. In general, these expense waivers
 and comparable arrangements are not guaranteed, and may be terminated at any
 time. For additional information about these fund fees, please consult the
 prospectuses for the funds.

                                      80



 9: HOW CAN I ACCESS MY MONEY?

 You can Access Your Money by:
..   MAKING A WITHDRAWAL (EITHER PARTIAL OR FULL); OR
..   CHOOSING TO RECEIVE ANNUITY PAYMENTS DURING THE INCOME PHASE.

 WITHDRAWALS DURING THE ACCUMULATION PHASE
 When you make a full withdrawal, you will receive the value of your contract
 minus any applicable charges and fees. We will calculate the value of your
 contract and charges, if any, as of the date we receive your request in good
 order at the Prudential Annuity Service Center.

 Unless you tell us otherwise, any partial withdrawal and related withdrawal
 charges will be taken proportionately from all of the investment options you
 have selected. The minimum Contract Value that must remain in order to keep
 the contract in force after a withdrawal is $2,000. If you request a
 withdrawal amount that would reduce the Contract Value below this minimum, we
 will withdraw the maximum amount available that, with the withdrawal charge,
 would not reduce the Contract Value below such minimum.

 With respect to the variable investment options, we will generally pay the
 withdrawal amount, less any required tax withholding, within seven days after
 we receive a withdrawal request in good order. We will deduct applicable
 charges, if any, from the assets in your contract.

 With respect to the market value adjustment option, you may specify the
 guarantee period from which you would like to make a withdrawal. If you
 indicate that the withdrawal is to originate from the market value adjustment
 option, but you do not specify which guarantee period is to be involved, then
 we will take the withdrawal from the guarantee period that has the least time
 remaining until its maturity date. If you indicate that you wish to make a
 withdrawal, but do not specify the investment options to be involved, then we
 will take the withdrawal from your Contract Value on a pro rata basis from
 each investment option that you have. In that situation, we will aggregate the
 Contract Value in each of the guarantee periods that you have within the
 market value adjustment option for purposes of making that pro rata
 calculation. The portion of the withdrawal associated with the market value
 adjustment option then will be taken from the guarantee periods with the least
 amount of time remaining until the maturity date, irrespective of the original
 length of the guarantee period. You should be aware that a withdrawal may
 avoid a withdrawal charge based on the charge-free amount that we allow, yet
 still be subject to a market value adjustment.

 Income Taxes, Tax Penalties, and Certain Restrictions also may Apply to any
 Withdrawal. For a more Complete Explanation, See Section 10.

 AUTOMATED WITHDRAWALS
 We offer an automated withdrawal feature. This feature enables you to receive
 periodic withdrawals in monthly, quarterly, semiannual, or annual intervals.
 We will process your withdrawals at the end of the business day at the
 intervals you specify. We will continue at these intervals until you tell us
 otherwise. You can make withdrawals from any designated investment option or
 proportionally from all investment options (other than a guarantee period
 within the market value adjustment option). The minimum automated withdrawal
 amount you can make is generally $100. An assignment of the contract
 terminates any automated withdrawal program that you had in effect.

 Income Taxes, Tax Penalties, Withdrawal Charges, and Certain Restrictions may
 Apply to Automated Withdrawals. For a More Complete Explanation, See Section
 10.

 SUSPENSION OF PAYMENTS OR TRANSFERS
 The SEC may require us to suspend or postpone payments made in connection with
 withdrawals or transfers for any period when:
..   The New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
..   Trading on the New York Stock Exchange is restricted;
..   An emergency exists, as determined by the SEC, during which sales and
    redemptions of shares of the underlying mutual funds are not feasible or we
    cannot reasonably value the accumulation units; or
..   The SEC, by order, permits suspension or postponement of payments for the
    protection of owners.

 We expect to pay the amount of any withdrawal or process any transfer made
 from the fixed interest rate options promptly upon request.

                                      81



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 PLUS 3 CONTRACT?

 The tax considerations associated with the Strategic Partners Plus 3 contract
 vary depending on whether the contract is (i) owned by an individual and not
 associated with a tax-favored retirement plan (including contracts held by a
 non-natural person, such as a trust, acting as an agent for a natural person),
 or (ii) held under a tax-favored retirement plan. We discuss the tax
 considerations for these categories of contracts below. The discussion is
 general in nature and describes only federal income tax law (not state or
 other tax laws). It is based on current law and interpretations, which may
 change. The discussion includes a description of certain spousal rights under
 the contract and under tax-qualified plans. Our administration of such spousal
 rights and related tax reporting accords with our understanding of the Defense
 of Marriage Act (which defines a "marriage" as a legal union between a man and
 a woman and a "spouse" as a person of the opposite sex). The information
 provided is not intended as tax advice. You should consult with a qualified
 tax advisor for complete information and advice. References to purchase
 payments below relate to your cost basis in your contract. Generally, your
 cost basis in a contract not associated with a tax-favored retirement plan is
 the amount you pay into your contract, or into annuities exchanged for your
 contract, on an after-tax basis less any withdrawals of such payments.

 This contract may also be purchased as a non-qualified annuity (i.e., a
 contract not held under a tax-favored retirement plan) by a trust or custodial
 IRA, which can hold other permissible assets other than the annuity. The terms
 and administration of the trust or custodial account in accordance with the
 laws and regulations for IRAs, as applicable, are the responsibility of the
 applicable trustee or custodian.

 CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT
 PLANS)

 Taxes Payable by You
 We believe the contract is an annuity contract for tax purposes. Accordingly,
 as a general rule, you should not pay any tax until you receive money under
 the contract.

 Generally, annuity contracts issued by the same company (and affiliates) to
 you during the same calendar year must be treated as one annuity contract for
 purposes of determining the amount subject to tax under the rules described
 below.


 Charges for investment advisory fees that are taken from the contract are
 treated as a partial withdrawal from the contract and will be reported as such
 to the contract owner.


 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract such as the
 Guaranteed Minimum Death Benefit, should be treated for federal income tax
 purposes as a partial withdrawal from the contract. If this were the case, the
 charge for these benefits could be deemed a withdrawal and treated as taxable
 to the extent there are earnings in the contract. Additionally, for owners
 under age 59  1/2, the taxable income attributable to the charge for the
 benefit could be subject to a tax penalty.

 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 Taxes on Withdrawals and Surrender

 If you make a withdrawal from your contract or surrender it before annuity
 payments begin, the amount you receive will be taxed as ordinary income,
 rather than as return of Purchase Payments, until all gain has been withdrawn.
 Once all gain has been withdrawn, payments will be treated as a nontaxable
 return of purchase payments until all purchase payments have been returned.
 After all purchase payments are returned, all subsequent amounts will be taxed
 as ordinary income. You will generally be taxed on any withdrawals from the
 contract while you are alive even if the withdrawal is paid to someone else.
 Withdrawals under any of the enhanced living benefit options or as a
 systematic payment are taxed under these rules.


 If you assign or pledge all or part of your contract as collateral for a loan,
 the part assigned generally will be treated as a withdrawal. Also, if you
 elect the interest payment option that we may offer, that election will be
 treated, for tax purposes, as surrendering your contract.

 If you transfer your contract for less than full consideration, such as by
 gift, you will trigger tax on any gain in the contract. This rule does not
 apply if you transfer the contract to your spouse or under most circumstances
 if you transfer the contract incident to divorce.

 Taxes on Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your purchase payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the

                                      82



 annuity payment you receive by a fraction, the numerator of which is your
 purchase payments (less any amounts previously received tax-free) and the
 denominator of which is the total expected payments under the contract.

 After the full amount of your purchase payments have been recovered tax-free,
 the full amount of the annuity payments will be taxable. If annuity payments
 stop due to the death of the annuitant before the full amount of your purchase
 payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.

 Tax Penalty on Withdrawals and Annuity Payments
 Any taxable amount you receive under your contract may be subject to a 10% tax
 penalty. Amounts are not subject to this tax penalty if:

..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Special Rules in Relation to Tax-Free Exchanges Under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code) permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity. If the annuity is purchased through a tax-free exchange of a
 life insurance, annuity or endowment contract that was purchased prior to
 August 14, 1982, then any purchase payments made to the original contract
 prior to August 14, 1982 will be treated as made to the new contract prior to
 that date. (See "Federal Tax Status" in the Statement of Additional
 Information).

 Partial surrenders may be treated in the same way as tax-free 1035 exchanges
 of entire contracts, therefore avoiding current taxation of any gains in the
 contract as well as the 10% tax penalty on pre-age 59 1/2 withdrawals. The IRS
 has reserved the right to treat transactions it considers abusive as
 ineligible for this favorable partial 1035 exchange treatment. We do not know
 what transactions may be considered abusive. For example we do not know how
 the IRS may view early withdrawals or annuitizations after a partial exchange.
 In addition, it is unclear how the IRS will treat a partial exchange from a
 life insurance, endowment, or annuity contract into an immediate annuity. As
 of the date of this prospectus, we will accept a partial 1035 exchange from a
 non-qualified annuity into an immediate annuity as a "tax-free" exchange for
 future tax reporting purposes, except to the extent that we, as a reporting
 and withholding agent, believe that we would be expected to deem the
 transaction to be abusive. However, some insurance companies may not recognize
 these partial surrenders as tax-free exchanges and may report them as taxable
 distributions to the extent of any gain distributed as well as subjecting the
 taxable portion of the distribution to the 10% tax penalty. We strongly urge
 you to discuss any transaction of this type with your tax advisor before
 proceeding with the transaction.

 Taxes Payable by Beneficiaries
 The death benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the death
 benefit, as determined under federal law, is also included in the owner's
 estate.

 Generally, the same tax rules described above would also apply to amounts
 received by your beneficiary.

 Choosing any option other than a lump sum death benefit may defer taxes.
 Certain minimum distribution requirements apply upon your death, as discussed
 further below.

 Tax consequences to the beneficiary vary among the death benefit payment
 options.
..   Choice 1: The beneficiary is taxed on earnings in the contract.
..   Choice 2: The beneficiary is taxed as amounts are withdrawn (in this case
    earnings are treated as being distributed first).
..   Choice 3: The beneficiary is taxed on each payment (part will be treated as
    earnings and part as return of premiums).


 Considerations for Co-Annuitants
 There may be adverse tax consequences if a Co-Annuitant succeeds an Annuitant
 when an Annuity is owned by a trust that is neither tax exempt nor qualifies
 for preferred treatment under certain sections of the Code. In general, the
 Code is designed to prevent indefinite deferral of tax. Continuing the benefit
 of tax deferral by naming one or more Co-Annuitants when an Annuity is owned
 by a non-qualified trust might be deemed an attempt to extend the tax deferral
 for an indefinite period. Therefore, adverse tax treatment may depend on the
 terms of the trust, who is named as Co-Annuitant, as well as the particular
 facts and circumstances. You should consult your tax advisor before naming a
 Co-Annjuitant if you expect to use an Annuity in such a fashion.


                                      83



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 PLUS 3 CONTRACT? continued


 Reporting and Withholding on Distributions
 Taxable amounts distributed from your annuity contracts are subject to federal
 and state income tax reporting and withholding. In general, we will withhold
 federal income tax from the taxable portion of such distribution based on the
 type of distribution. In the case of an annuity or similar periodic payment,
 we will withhold as if you are a married individual with three exemptions
 unless you designate a different withholding status. In the case of all other
 distributions, we will withhold at a 10% rate. You may generally elect not to
 have tax withheld from your payments. An election out of withholding must be
 made on forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 CONTRACTS HELD BY TAX FAVORED PLANS section below for a discussion regarding
 withholding rules for tax favored plans (for example, an IRA).

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.


 Entity Owners
 Where a contract is held by a non-natural person (eg. a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will be subject to the tax
 reporting and withholding requirements for contracts not held by tax favored
 plans.


 Annuity Qualification

 Diversification And Investor Control. In order to qualify for the tax rules
 applicable to annuity contracts described above, the assets underlying the
 variable investment options of the annuity contract must be diversified,
 according to certain rules under the Internal Revenue Code. Each portfolio is
 required to diversify its investments each quarter so that no more than 55% of
 the value of its assets is represented by any one investment, no more than 70%
 is represented by any two investments, no more than 80% is represented by any
 three investments, and no more than 90% is represented by any four
 investments. Generally, securities of a single issuer are treated as one
 investment and obligations of each U.S. Government agency and instrumentality
 (such as the Government National Mortgage Association) are treated as issued
 by separate issuers. In addition, any security issued, guaranteed or insured
 (to the extent so guaranteed or insured) by the United States or an
 instrumentality of the U.S. will be treated as a security issued by the U.S.
 Government or its instrumentality, where applicable. We believe the portfolios
 underlying the variable investment options of the Contract meet these
 diversification requirements.

 An additional requirement for qualification for the tax treatment described
 above is that we, and not you as the contract owner, must have sufficient
 control over the underlying assets to be treated as the owner of the
 underlying assets for tax purposes. While we also believe these investor
 control rules will be met, the Treasury Department may promulgate guidelines
 under which a variable annuity will not be treated as an annuity for tax
 purposes if persons with ownership rights have excessive control over the
 investments underlying such variable annuity. It is unclear whether such
 guidelines, if in fact promulgated, would have retroactive effect. It is also
 unclear what effect, if any, such guidelines may have on transfers between the
 investment options offered pursuant to this prospectus. We reserve the right
 to take any action, including modifications to your contract or the investment
 options, required to comply with such guidelines if promulgated. Any such
 changes will apply uniformly to affected owners and will be made with such
 notice to affected owners as is feasible under the circumstances.

 Required Distributions upon your Death for Contracts owned by Individuals (not
 associated with Tax-favored Plans).
 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 If you die before the annuity date, the entire interest in the contract must
 be distributed within five years after the date of death or as periodic
 payments over a period not extending beyond the life or life expectancy of
 such designated beneficiary (provided such payments begin within one year of
 your death). Your designated beneficiary is the person to whom benefit rights
 under the contract pass by reason of death, and must be a natural person in
 order to elect a periodic payment option based on life expectancy or a period
 exceeding five years.


                                      84




 Additionally, if the contract is payable to (or for the benefit of) your
 surviving spouse, that portion of the contract may be continued with your
 spouse as the owner.


 Changes in the Contract. We reserve the right to make any changes we deem
 necessary to assure that the contract qualifies as an annuity contract for tax
 purposes. Any such changes will apply to all contract owners and you will be
 given notice to the extent feasible under the circumstances.

 Additional Information
 You should refer to the Statement of Additional Information if:


..   Your contract was issued in exchange for a contract containing purchase
    payments made before August 14, 1982.
..   You transfer your contract to, or designate, a beneficiary who is either
    37 1/2 years younger than you or a grandchild.

 CONTRACTS HELD BY TAX FAVORED PLANS
 The following discussion covers annuity contracts held under tax-favored
 retirement plans.

 Currently, the contract may be purchased for use in connection with individual
 retirement accounts and annuities (IRAs) which are subject to Sections 408(a)
 and 408(b) of the Code and Roth Individual Retirement Accounts (Roth IRAs)
 under Section 408A of the Code. This description assumes that you have
 satisfied the requirements for eligibility for these products.

 YOU SHOULD BE AWARE THAT TAX FAVORED PLANS SUCH AS IRAS GENERALLY PROVIDE TAX
 DEFERRAL REGARDLESS WHETHER THEY INVEST IN ANNUITY CONTRACTS. THIS MEANS THAT
 WHEN A TAX FAVORED PLAN INVESTS IN AN ANNUITY CONTRACT, IT GENERALLY DOES NOT
 RESULT IN ANY ADDITIONAL TAX DEFERRAL BENEFITS.

 Types of Tax Favored Plans
 IRAs. If you buy a contract for use as an IRA, we will provide you a copy of
 the prospectus and contract. The "IRA Disclosure Statement," attached to this
 prospectus, contains information about eligibility, contribution limits, tax
 particulars, and other IRA information. In addition to this information (some
 of which is summarized below), the IRS requires that you have a "free look"
 after making an initial contribution to the contract. During this time, you
 can cancel the contract by notifying us in writing, and we will refund all of
 the purchase payments under the contract (or, if provided by applicable state
 law, the amount your contract is worth, if greater), less any applicable
 federal and state income tax withholding.


 Contributions Limits/Rollovers. Because of the way the contract is designed,
 you may only purchase a contract for an IRA in connection with a "rollover" of
 amounts from a qualified retirement plan or transfer from another IRA, or if
 you are age 50 or older and by making a single contribution consisting of your
 IRA contributions and catch-up contributions attributable to the prior year
 and the current year during the period from January 1 to April 15 of the
 current year. You must make a minimum initial payment of $10,000 to purchase a
 contract. This minimum is greater than the maximum amount of any annual
 contribution allowed by law you may make to an IRA. For 2007, the limit is
 $4,000, increasing to $5,000 in 2008. After 2008, the contribution amount will
 be indexed for inflation. The tax law also provides for a catch-up provision
 for individuals who are age 50 and above, allowing these individuals an
 additional $1,000 contribution each year. The "rollover" rules under the Code
 are fairly technical; however, an individual (or his or her surviving spouse)
 may generally "roll over" certain distributions from tax favored retirement
 plans (either directly or within 60 days from the date of these distributions)
 if he or she meets the requirements for distribution. Once you buy the
 contract, you can make regular IRA contributions under the contract (to the
 extent permitted by law). However, if you make such regular IRA contributions,
 you should note that you will not be able to treat the contract as a "conduit
 IRA," which means that you will not retain possible favorable tax treatment if
 you subsequently "roll over" the contract funds originally derived from a
 qualified retirement plan into another Section 401(a) plan.


 Required Provisions. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:
..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);
..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract, other than to Pruco Life;
..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1st of the calendar year after the calendar year you turn age
    70 1/2; and
..   Death and annuity payments must meet "minimum distribution requirements".

                                      85



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 PLUS 3 CONTRACT? continued


 Usually, the full amount of any distribution from an IRA (including a
 distribution from this contract) which is not a rollover is taxable. As
 taxable income, these distributions are subject to the general tax withholding
 rules described earlier. In addition to this normal tax liability, you may
 also be liable for the following, depending on your actions:
..   A 10% "early distribution penalty";
..   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or
..   Failure to take a minimum distribution.

 Roth IRAs. Like standard IRAs, income within a Roth IRA accumulates tax-free,
 and contributions are subject to specific limits. Roth IRAs have, however, the
 following differences:
..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements:
   (1) the distribution must be made (a) after the owner of the IRA attains age
   59 1/2; (b) after the owner's death; (c) due to the owner's disability; or
   (d) for a qualified first time homebuyer distribution within the meaning of
   Section 72(t)(2)(F) of the Code; and (2) the distribution must be made in
   the year that is at least five tax years after the first year for which a
   contribution was made to any Roth IRA established for the owner or five
   years after a rollover, transfer, or conversion was made from a traditional
   IRA to a Roth IRA. Distributions from a Roth IRA that are not qualified
   distributions will be treated as made first from contributions and then from
   earnings, and earnings will be taxed generally in the same manner as
   distributions from a traditional IRA; and
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 The "IRA Disclosure Statement" attached to this prospectus contains some
 additional information on Roth IRAs.


 Because the contract's minimum initial payment of $10,000 is greater than the
 maximum annual contribution permitted to be made to a Roth IRA, you may only
 purchase the contract for a Roth IRA in connection with a "rollover" or
 "conversion" of amounts of a traditional IRA, conduit IRA, or another Roth
 IRA, or if you are age 50 or older and by making a single contribution
 consisting of your Roth IRA contributions and catch-up contributions
 attributable to the prior year and the current year during the period from
 January 1 to April 15 of the current year. The Code permits persons who meet
 certain income limitations (generally, adjusted gross income under $100,000
 who are not married filing a separate return), and who receive certain
 qualifying distributions from such non-Roth IRAs, to directly rollover or
 make, within 60 days, a "rollover" of all or any part of the amount of such
 distribution to a Roth IRA which they establish. Beginning January 2008, an
 individual receiving an eligible rollover distribution from a qualified plan
 can directly rollover contributions to a Roth IRA, subject to the same income
 limits. This conversion triggers current taxation (but is not subject to a 10%
 early distribution penalty). Once the contract has been purchased, regular
 Roth IRA contributions will be accepted to the extent permitted by law.


 In addition, as of January 1, 2006, an individual receiving an eligible
 rollover distribution from a designated Roth account under an employer plan
 may roll over the distribution to a Roth IRA. If you are considering rolling
 over funds from your Roth account under an employer plan, please contact your
 Financial Professional prior to purchase to confirm whether such rollovers are
 being accepted.

 Minimum Distribution Requirements and Payment Option
 If you hold the contract under an IRA (or other tax-favored plan), IRS minimum
 distribution requirements must be satisfied. This means that generally
 payments must start by April 1 of the year after the year you reach age 70 1/2
 and must be made for each year thereafter. Roth IRAs are not subject to these
 rules during the owner's lifetime. The amount of the payment must at least
 equal the minimum required under the IRS rules. Several choices are available
 for calculating the minimum amount. More information on the mechanics of this
 calculation is available on request. Please contact us a reasonable time
 before the IRS deadline so that a timely distribution is made. Please note
 that there is a 50% tax penalty on the amount of any minimum distribution not
 made in a timely manner.

 Effective in 2006, in accordance with recent changes in laws and regulations,
 required minimum distributions will be calculated based on the sum of the
 Contract Value and the actuarial value of any additional death benefits and
 benefits from optional riders that you have purchased under the contract. As a
 result, the required minimum distributions may be larger than if the
 calculation were based on the Contract Value only, which may in turn result in
 an earlier (but not before the required beginning date) distribution of
 amounts under the contract and an increased amount of taxable income
 distributed to the contract owner, and a reduction of death benefits and the
 benefits of any optional riders.

                                      86



 You can use the minimum distribution option to satisfy the IRS minimum
 distribution requirements for this contract without either beginning annuity
 payments or surrendering the contract. We will distribute to you this minimum
 distribution amount, less any other partial withdrawals that you made during
 the year.

 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. Similar rules apply if you inherit more than one Roth IRA
 from the same owner.


 Required Distributions upon Your Death for Qualified Contracts Held by Tax
 Favored Plans
 Upon your death under an IRA, 403(b) or other "qualified investment", the
 designated beneficiary may generally elect to continue the contract and
 receive required minimum distributions under the contract instead of receiving
 the death benefit in a single payment. The available payment options will
 depend on whether you die before the date required minimum distributions under
 the Code were required to begin, whether you have named a designated
 beneficiary and whether that beneficiary is your surviving spouse.

       .   If you die after a designated beneficiary has been named, the death
           benefit must be distributed by December 31/st/ of the year including
           the five year anniversary of the date of death, or as periodic
           payments not extending beyond the life or life expectancy of the
           designated beneficiary (as long as payments begin by December 31/st/
           of the year following the year of death). However, if your surviving
           spouse is the beneficiary, the death benefit can be paid out over
           the life or life expectancy of your spouse with such payments
           beginning no later than December 31/st/ of the year following the
           year of death or December 31/st/ of the year in which you would have
           reached age 70 1/2, which ever is later. Additionally, if the
           contract is payable to (or for the benefit of) your surviving
           spouse, that portion of the contract may be continued with your
           spouse as the owner.

       .   If you die before a designated beneficiary is named and before the
           date required minimum distributions must begin under the Code, the
           death benefit must be paid out by December 31/st/ of the year
           including the five year anniversary of the date of death. For
           contracts where multiple beneficiaries have been named and at least
           one of the beneficiaries does not qualify as a designated
           beneficiary and the account has not been divided into separate
           accounts by December 31/st/ of the year following the year of death
           such contract is deemed to have no designated beneficiary.

       .   If you die before a designated beneficiary is named and after the
           date required minimum distributions must begin under the Code, the
           death benefit must be paid out at least as rapidly as under the
           method then in effect. For contracts where multiple beneficiaries
           have been named and at least one of the beneficiaries does not
           qualify as a designated beneficiary and the account has not been
           divided into separate accounts by December 31/st/ of the year
           following the year of death, such contract is deemed to have no
           designated beneficiary,

 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the minimum distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date required minimum distributions must begin under
 the Code.

 Penalty for Early Withdrawals
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA or Roth IRA before you attain age 59 1/2.

 Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years).
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty).

Other exceptions to this tax may apply. You should consult your tax advisor for
further details.

 Withholding
 Unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of


                                      87



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 PLUS 3 CONTRACT? continued


 the withholding certificate that you file with us. If you do not file a
 certificate, we will automatically withhold federal taxes on the following
 basis:
..   For any annuity payments not subject to mandatory withholding, you will
    have taxes withheld by us as if you are a married individual, with three
    exemptions; and
..   For all other distributions, we will withhold at a 10% rate.

 We will provide you with forms and instructions concerning the right to elect
 that no amount be withheld from payments in the ordinary course. However, you
 should know that, in any event, you are liable for payment of federal income
 taxes on the taxable portion of the distributions, and you should consult with
 your tax advisor to find out more information on your potential liability if
 you fail to pay such taxes.

 ERISA Requirements
 ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
 prevent a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract.

 Information about any applicable fees, charges, discounts, penalties or
 adjustments may be found under Section 8, "What Are The Expenses Associated
 With The Strategic Partners Annuity One 3 Contract?"

 Information about sales representatives and commissions may be found under
 "Other Information" and "Sale And Distribution Of The Contract" in Section 11.

 Other relevant information required by the exemptions is contained in the
 contract and accompanying documentation.

 Please consult with your tax advisor if you have any questions about ERISA and
 these disclosure requirements.


 Additional Information
 For additional information about federal tax law requirements applicable to
 tax favored plans, see the "IRA Disclosure Statement," attached to this
 prospectus.

 11: OTHER INFORMATION

 PRUCO LIFE INSURANCE COMPANY
 Pruco Life Insurance Company (Pruco Life) is a stock life insurance company
 which was organized on December 23, 1971 under the laws of the State of
 Arizona. It is licensed to sell life insurance and annuities in the District
 of Columbia, Guam and in all states except New York.

 Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of
 America (Prudential), a New Jersey stock life insurance company that has been
 doing business since October 13, 1875. Prudential is an indirect wholly-owned
 subsidiary of Prudential Financial, Inc. (Prudential Financial), a New Jersey
 insurance holding company. As Pruco Life's ultimate parent, Prudential
 Financial exercises significant influence over the operations and capital
 structure of Pruco Life and Prudential. However, neither Prudential Financial,
 Prudential, nor any other related company has any legal responsibility to pay
 amounts that Pruco Life may owe under the contract.

 Pruco Life publishes annual and quarterly reports that are filed with the SEC.
 These reports contain financial information about Pruco Life that is annually
 audited by independent accountants. Pruco's Life annual report for the year
 ended December 31, 2006, together with subsequent periodic reports that Pruco
 Life files with the SEC, are incorporated by reference into this prospectus.
 You can obtain copies, at no cost, of any and all of this information,
 including the Pruco Life annual report that is not ordinarily mailed to
 contract owners, the more current reports and any subsequently filed documents
 at no cost by contacting us at the address or telephone number listed on the
 cover. The SEC file number for Pruco Life is 811-07325. You may read and copy
 any filings made by Pruco Life with the SEC at the SEC's Public Reference Room
 at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on
 the operation of the Public Reference Room by calling (202) 551-8090. The SEC
 maintains an Internet site that contains reports, proxy and information
 statements, and other information regarding issuers that file electronically
 with the SEC at http://www.sec.gov.

                                      88



 THE SEPARATE ACCOUNT
 We have established a separate account, the Pruco Life Flexible Premium
 Variable Annuity Account (separate account), to hold the assets that are
 associated with the variable annuity contracts. The separate account was
 established under Arizona law on June 16, 1995, and is registered with the SEC
 under the Investment Company Act of 1940 as a unit investment trust, which is
 a type of investment company. The assets of the separate account are held in
 the name of Pruco Life and legally belong to us. These assets are kept
 separate from all of our other assets and may not be charged with liabilities
 arising out of any other business we may conduct. More detailed information
 about Pruco Life, including its audited consolidated financial statements, is
 provided in the Statement of Additional Information.

 SALE AND DISTRIBUTION OF THE CONTRACT
 Prudential Investment Management Services LLC (PIMS), a wholly-owned
 subsidiary of Prudential Financial, Inc., is the distributor and principal
 underwriter of the securities offered through this prospectus. PIMS acts as
 the distributor of a number of annuity contracts and life insurance products
 we offer.

 PIMS's principal business address is 100 Mulberry Street, Newark, New Jersey
 07102-4077. PIMS is registered as a broker/dealer under the Securities
 Exchange Act of 1934 (Exchange Act) and is a member of the National
 Association of Securities Dealers, Inc. (NASD).

 The contract is offered on a continuous basis. PIMS enters into distribution
 agreements with broker/dealers who are registered under the Exchange Act and
 with entities that may offer the contract but are exempt from registration
 (firms). Applications for the contract are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, PIMS may
 offer the contract directly to potential purchasers.

 Commissions are paid to firms on sales of the contract according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of purchase payments made, up to a maximum of
 8%. Alternative compensation schedules are available that provide a lower
 initial commission plus ongoing annual compensation based on all or a portion
 of Contract Value. We may also provide compensation to the distributing firm
 for providing ongoing service to you in relation to the contract. Commissions
 and other compensation paid in relation to the contract do not result in any
 additional charge to you or to the separate account.

 In addition, in an effort to promote the sale of our products (which may
 include the placement of Pruco Life and/or the contract on a preferred or
 recommended company or product list and/or access to the firm's registered
 representatives), we or PIMS may enter into compensation arrangements with
 certain broker/dealer firms with respect to certain or all registered
 representatives of such firms under which such firms may receive separate
 compensation or reimbursement for, among other things, training of sales
 personnel and/or marketing and/or administrative services and/or other
 services they provide to us or our affiliates. These services may include, but
 are not limited to: educating customers of the firm on the contract's
 features; conducting due diligence and analysis; providing office access,
 operations and systems support; holding seminars intended to educate
 registered representatives and make them more knowledgeable about the
 contract; providing a dedicated marketing coordinator; providing priority
 sales desk support; and providing expedited marketing compliance approval to
 PIMS. Further information about the firms that are part of these compensation
 arrangements appears in the Statement of Additional Information, which is
 available without charge upon request.

 To the extent permitted by NASD rules and other applicable laws and
 regulations, PIMS may pay or allow other promotional incentives or payments in
 the form of cash or non-cash compensation. These arrangements may not be
 offered to all firms and the terms of such arrangements may differ between
 firms.

 You should note that firms and individual registered representatives and
 branch managers within some firms participating in one of these compensation
 arrangements might receive greater compensation for selling the contract than
 for selling a different contract that is not eligible for these compensation
 arrangements. While compensation is generally taken into account as an expense
 in considering the charges applicable to a contract product, any such
 compensation will be paid by us or PIMS and will not result in any additional
 charge to you. Your registered representative can provide you with more
 information about the compensation arrangements that apply upon the sale of
 the contract.

 On July 1, 2003, Prudential Financial combined its retail securities brokerage
 and clearing operations with those of Wachovia Corporation ("Wachovia") and
 formed Wachovia Securities Financial Holdings, LLC ("Wachovia Securities"), a
 joint venture headquartered in Richmond, Virginia. PFI has a 38% ownership
 interest in the joint venture, while Wachovia owns the remaining 62%. Wachovia
 and Wachovia Securities are key distribution partners for certain products of
 Prudential Financial affiliates, including mutual funds and individual
 annuities that are distributed through their financial advisors, bank channel
 and independent channel. In addition, Prudential Financial is a service
 provider to the managed account platform and certain wrap-fee programs offered
 by Wachovia Securities. The Strategic Partners Plus and Strategic Partners
 Plus 3 variable annuities are sold through Wachovia Securities.

                                      89



 11: OTHER INFORMATION continued


 LITIGATION

 Pruco Life 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 Pruco Life and that are typical of the
 businesses in which Pruco Life 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. Pruco
 Life may also be subject to litigation arising out of its general business
 activities, such as its investments and third party contracts. In certain of
 these matters, the plaintiffs may seek large and/or indeterminate amounts,
 including punitive or exemplary damages.

 Stewart v. Prudential, et al .is a lawsuit brought in the Circuit Court of the
 First Judicial District of Hinds county, Mississippi by the beneficiaries of
 an alleged life insurance policy against Pruco Life and Prudential. The
 complaint alleges that the Prudential defendants acted in bad faith when they
 failed to pay a death benefit on an alleged contract of insurance that was
 never delivered. In February 2006, the jury awarded the plaintiffs $1.4
 million in compensatory damages and $35 million in punitive damages. Motions
 for a new trial, judgment notwithstanding the verdict and remittitur, were
 denied in June 2006. Pruco Life's appeal with the Mississippi Supreme court is
 pending.

 Pruco Life's litigation and regulatory matters are subject to many
 uncertainties,and given the complexity and scope, the outcomes cannot be
 predicted. It is possible that the result of operations or the cash flow of
 Pruco Life in a particular quarterly or annual period could be materially
 affected by an ultimate unfavorable resolution of litigation and regulatory
 matters, depending, in part, upon the results of operations or cash flow for
 such period. Management believes, however, that the ultimate outcome of all
 pending litigation and regulatory matters, after consideration of applicable
 reserves and rights to indemnification, should not have a material adverse
 effect on Pruco Life's financial position.


 ASSIGNMENT
 In general, you can assign the contract at any time during your lifetime. If
 you do so, we will reset the death benefit to equal the Contract Value on the
 date the assignment occurs. For details, see Section 4, "What Is The Death
 Benefit?" We will not be bound by the assignment until we receive written
 notice. We will not be liable for any payment or other action we take in
 accordance with the contract if that action occurs before we receive notice of
 the assignment. An assignment, like any other change in ownership, may trigger
 a taxable event. If you assign the contract, that assignment will result in
 the termination of any automated withdrawal program that had been in effect.
 If the new owner wants to re-institute an automated withdrawal program, then
 he/she needs to submit the forms that we require, in good order.

 If the contract is issued under a qualified plan, there may be limitations on
 your ability to assign the contract. For further information please speak to
 your representative.

 FINANCIAL STATEMENTS
 The financial statements of the separate account and Pruco Life, the co-issuer
 of the Strategic Partners Plus 3 contract, are included in the Statement of
 Additional Information.

 STATEMENT OF ADDITIONAL INFORMATION

 Contents:
..   Company
..   Experts
..   Principal Underwriter
..   Payments Made to Promote Sale of Our Products
..   Allocation of Initial Purchase Payment
..   Determination of Accumulation Unit Values
..   Federal Tax Status
..   State Specific Variations
..   Financial Statements
..   Separate Account Financial Information
..   Company Financial Information

 HOUSEHOLDING
 To reduce costs, we now send only a single copy of prospectuses and
 shareholder reports to each consenting household, in lieu of sending a copy to
 each contract owner that resides in the household. If you are a member of such
 a household, you should be aware that you can revoke your consent to
 householding at any time, and begin to receive your own copy of prospectuses
 and shareholder reports, by calling (877) 778-5008.

                                      90



 MARKET VALUE ADJUSTMENT FORMULA

 General Formula
 The formula under which Pruco Life calculates the market value adjustment
 applicable to a full or partial surrender, annuitization, or settlement under
 the market value adjustment option is set forth below. The market value
 adjustment is expressed as a multiplier factor. That is, the Contract Value
 after the market value adjustment ("MVA"), but before any withdrawal charge,
 is as follows: Contract Value (after MVA) = Contract Value (before MVA) X (1 +
 MVA). The MVA itself is calculated as follows:


                                                         
                                  MVA =  [   (       1 + I     )/N/12/ ]   -1
                                                 ---------
                                                 1 + J + .0025



                        
              where:  I  = the guaranteed credited interest rate
                           (annual effective) for the given
                           contract at the time of withdrawal or
                           annuitization or settlement.

                      J  = the current credited interest rate
                           offered on new money at the time of
                           withdrawal or annuitization or
                           settlement for a guarantee period of
                           equal length to the number of whole
                           years remaining in the Contract's
                           current guarantee period plus one
                           year.

                      N  = equals the remaining number of months
                           in the contract's current guarantee
                           period (rounded up) at the time of
                           withdrawal or annuitization or
                           settlement.


 Pennsylvania Formula
 We use the same MVA formula with respect to contracts issued in Pennsylvania
 as the general formula, except that "J" in the formula above uses an
 interpolated rate as the current credited interest rate. Specifically, "J" is
 the interpolated current credited interest rate offered on new money at the
 time of withdrawal, annuitization, or settlement. The interpolated value is
 calculated using the following formula:

 m/365 X (n + 1) year rate + (365 - m)/365 X n year rate,

 where "n" equals the number of whole years remaining in the Contract's current
 guarantee period, and "m" equals the number of days remaining in year "n" of
 the current guarantee period.

 Indiana Formula
 We use the following MVA formula for contracts issued in Indiana:


                                                     
                                      MVA =  [   (   1 + I )/N/12/ ]   -1
                                                     ---
                                                     1 + J


 The variables I, J and N retain the same definitions as the general formula.

 Market Value Adjustment Example
 (ALL STATES EXCEPT INDIANA AND PENNSYLVANIA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment
..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 5%.

                                      91



 11: OTHER INFORMATION continued


 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  5% (0.05)


 The MVA factor calculation would be: [(1.06)/(1.05 + 0.0025)]to the
 (38/12) power -1 = 0.02274

 2) Multiply the Contract Value by the factor calculated in Step 1.

$11,127.11X 0.02274 = $253.03

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

$11,127.11+ $253.03 = $11,380.14

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 7%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  5% (0.05)


 The MVA factor calculation would be: [(1.06)/(1.07 + 0.0025)] to the
 (38/12) power -1 = -0.03644

 2) Multiply the Contract Value by the factor calculated in Step 1.

$11,127.11X (-0.03644) = -$405.47

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + (-$405.47) = $10,721.64

 MARKET VALUE ADJUSTMENT EXAMPLE
 (PENNSYLVANIA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment
..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 3 years (the number of whole years remaining) is 4%, and for a
    guarantee period of 4 years (the number of whole years remaining plus 1) is
    5%.

                                      92



 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                    
                                 N  =    38
                                 I  =  6% (0.06)
                                 J  =  [(61/365)
                                                X 0.05] + [((365 - 61)/365) X 0.04] = 0.0417


 The MVA factor calculation would be: [(1.06)/(1.0417 + 0.0025)] to the
 (38/12) power -1 = 0.04871

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.04871 = $542.00

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + $542.00 = $11,669.11

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 3 years (the number of whole years remaining) is 7%, and for a
    guarantee period of 4 years (the number of whole years remaining plus 1) is
    8%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                    
                                 N  =    38
                                 I  =  6% (0.06)
                                 J  =  [(61/365)
                                                X 0.08] + [((365 - 61)/365) X 0.07] = 0.0717


 The MVA factor calculation would be: [(1.06)/(1.0717 + 0.0025)] to the
 (38/12) power -1 = -0.04126

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X (-0.04126) = -$459.10

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + (-$459.10) = $10,668.01

 MARKET VALUE ADJUSTMENT EXAMPLE
 (INDIANA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment
..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 5%.

                                      93



 11: OTHER INFORMATION continued


 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  5% (0.05)


 The MVA factor calculation would be: [(1.06)/(1.05)] to the (38/12) power -1 =
 0.03047

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.03047 = $339.04

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + $339.04 = $11,466.15

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 7%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  7% (0.07)


 The MVA factor calculation would be: [(1.06)/(1.07)] to the (38/12) power -1 =
 -0.02930

 2) Multiply the Contract Value by the factor calculated in Step 1.

$11,127.11X (-0.02930) = -$326.02

 3) Add together the Market Value Adjustment and the Contract Value to get the
    total Contract Surrender Value.

 $11,127.11 + (-$326.02) = $10,801.09

                                      94



                     APPENDIX A - ACCUMULATION UNIT VALUES

 As we have indicated throughout this prospectus, the Strategic Partners Plus 3
 Variable Annuity is a contract that allows you to select or decline any of
 several features that carries with it a specific asset-based charge. We
 maintain a unique unit value corresponding to each combination of such
 contract features. Here we depict the historical unit values corresponding to
 the contract features bearing the highest and lowest combinations of
 asset-based charges. The remaining unit values appear in the Statement of
 Additional Information, which you may obtain free of charge, by calling
 (888) PRU-2888 or by writing to us at the Prudential Annuity Service Center,
 P.O. Box 7960, Philadelphia, PA 19176. As discussed in the prospectus, if you
 select certain optional benefits (e.g., Lifetime Five), we limit the
 investment options to which you may allocate your Contract Value. In certain
 of these accumulation unit value tables, we set forth accumulation unit values
 that assume election of one or more of such optional benefits and allocation
 of Contract Value to portfolios that currently are not permitted as part of
 such optional benefits. Such unit values are set forth for general reference
 purposes only, and are not intended to indicate that such portfolios may be
 acquired along with those optional benefits.


                           (BASE DEATH BENEFIT 1.40)




- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Jennison Portfolio
    1/6/2003* to 12/31/2003                          $1.01724         $1.24006           14,202
    1/1/2004 to 12/31/2004                           $1.24006         $1.34066          270,828
    1/1/2005 to 12/31/2005                           $1.34066         $1.51459          269,558
    1/1/2006 to 12/31/2006                           $1.51459         $1.52034          268,341
- ------------------------------------------------------------------------------------------------------
Prudential Equity Portfolio
    1/6/2003* to 12/31/2003                          $1.01834         $1.25778           34,149
    1/1/2004 to 12/31/2004                           $1.25778         $1.36350           46,073
    1/1/2005 to 12/31/2005                           $1.36350         $1.49905           45,945
    1/1/2006 to 12/31/2006                           $1.49905         $1.66417           45,028
- ------------------------------------------------------------------------------------------------------
Prudential Global Portfolio
    1/6/2003* to 12/31/2003                          $1.00588         $1.28481                0
    1/1/2004 to 12/31/2004                           $1.28481         $1.38861                0
    1/1/2005 to 12/31/2005                           $1.38861         $1.58951                0
    1/1/2006 to 12/31/2006                           $1.58951         $1.87567                0
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    1/6/2003* to 12/31/2003                          $0.99997         $0.99449                0
    1/1/2004 to 12/31/2004                           $0.99449         $0.99063                0
    1/1/2005 to 12/31/2005                           $0.99063         $1.00520           52,732
    1/1/2006 to 12/31/2006                           $1.00520         $1.03840          224,635
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    1/6/2003* to 12/31/2003                          $1.02199         $1.22414                0
    1/1/2004 to 12/31/2004                           $1.22414         $1.33335          252,261
    1/1/2005 to 12/31/2005                           $1.33335         $1.37464          251,099
    1/1/2006 to 12/31/2006                           $1.37464         $1.56643          249,949
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    1/6/2003* to 12/31/2003                          $1.02526         $1.22392                0
    1/1/2004 to 12/31/2004                           $1.22392         $1.40386          124,346
    1/1/2005 to 12/31/2005                           $1.40386         $1.61508          123,781
    1/1/2006 to 12/31/2006                           $1.61508         $1.91044          123,211
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                          $1.01313         $1.27916          173,799
    1/1/2004 to 12/31/2004                           $1.27916         $1.44765          378,507
    1/1/2005 to 12/31/2005                           $1.44765         $1.57741          386,277
    1/1/2006 to 12/31/2006                           $1.57741         $1.77768          384,440


                                      A-1






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    1/6/2003* to 12/31/2003                            $1.01134         $1.22149            37,878
    1/1/2004 to 12/31/2004                             $1.22149         $1.34749            37,730
    1/1/2005 to 4/29/2005                              $1.34749         $1.24414                 0
- --------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    1/6/2003* to 12/31/2003                            $1.01232         $1.19626                 0
    1/1/2004 to 12/31/2004                             $1.19626         $1.28343             3,183
    1/1/2005 to 12/31/2005                             $1.28343         $1.32432                 0
    1/1/2006 to 12/31/2006                             $1.32432         $1.51572                 0
- --------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    1/6/2003* to 12/31/2003                            $1.01908         $1.17938            35,521
    1/1/2004 to 12/31/2004                             $1.17938         $1.23406           159,824
    1/1/2005 to 12/31/2005                             $1.23406         $1.41770           159,042
    1/1/2006 to 12/31/2006                             $1.41770         $1.48086           158,296
- --------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                            $1.00979         $1.19393            42,219
    1/1/2004 to 12/31/2004                             $1.19393         $1.30793           430,323
    1/1/2005 to 12/31/2005                             $1.30793         $1.38790           549,411
    1/1/2006 to 12/31/2006                             $1.38790         $1.51519           502,454
- --------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                            $1.00745         $1.13654                 0
    1/1/2004 to 12/31/2004                             $1.13654         $1.22048            52,528
    1/1/2005 to 12/31/2005                             $1.22048         $1.27471            35,321
    1/1/2006 to 12/31/2006                             $1.27471         $1.36612            35,126
- --------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    1/6/2003* to 12/31/2003                            $1.00887         $1.24835           139,416
    1/1/2004 to 12/31/2004                             $1.24835         $1.38531           189,323
    1/1/2005 to 12/31/2005                             $1.38531         $1.49631           188,544
    1/1/2006 to 12/31/2006                             $1.49631         $1.69738           203,656
- --------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    1/6/2003* to 12/31/2003                            $1.01511         $1.29026            61,963
    1/1/2004 to 12/31/2004                             $1.29026         $1.53570            93,173
    1/1/2005 to 12/31/2005                             $1.53570         $1.58443            96,633
    1/1/2006 to 12/31/2006                             $1.58443         $1.79078            99,534
- --------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    1/6/2003* to 12/31/2003                            $1.01135         $1.23975           587,421
    1/1/2004 to 12/31/2004                             $1.23975         $1.38211         1,432,786
    1/1/2005 to 12/31/2005                             $1.38211         $1.48911         1,572,799
    1/1/2006 to 12/31/2006                             $1.48911         $1.65769         1,532,797
- --------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    1/6/2003* to 12/31/2003                            $1.02725         $1.21457                 0
    1/1/2004 to 12/31/2004                             $1.21457         $1.41041           140,862
    1/1/2005 to 12/31/2005                             $1.41041         $1.48345           147,744
    1/1/2006 to 12/31/2006                             $1.48345         $1.73324           146,115
- --------------------------------------------------------------------------------------------------------
SP International Value Portfolio
 (formerly, SP LSV International Value Portfolio)
    1/6/2003* to 12/31/2003                            $1.01281         $1.23393            60,946
    1/1/2004 to 12/31/2004                             $1.23393         $1.40924           362,487
    1/1/2005 to 12/31/2005                             $1.40924         $1.58122           360,368
    1/1/2006 to 12/31/2006                             $1.58122         $2.01320           373,014



                                      A-2






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    1/6/2003* to 12/31/2003                             $1.02112         $1.20717           6,786
    1/1/2004 to 12/31/2004                              $1.20717         $1.33789               0
    1/1/2005 to 4/29/2005                               $1.33789         $1.25025               0
- --------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    1/6/2003* to 12/31/2003                             $1.00463         $1.33928          20,736
    1/1/2004 to 12/31/2004                              $1.33928         $1.57888          32,368
    1/1/2005 to 12/31/2005                              $1.57888         $1.63898          68,257
    1/1/2006 to 12/31/2006                              $1.63898         $1.58504          68,979
- --------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    1/6/2003* to 12/31/2003                             $1.00530         $1.19841          57,933
    1/1/2004 to 12/31/2004                              $1.19841         $1.29196         137,551
    1/1/2005 to 12/31/2005                              $1.29196         $1.32558         105,898
    1/1/2006 to 12/31/2006                              $1.32558         $1.43180         109,486
- --------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    1/6/2003* to 12/31/2003                             $1.00076         $1.04684          40,502
    1/1/2004 to 12/31/2004                              $1.04684         $1.08689          45,450
    1/1/2005 to 12/31/2005                              $1.08689         $1.09767          77,189
    1/1/2006 to 12/31/2006                              $1.09767         $1.12250          55,484
- --------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    1/6/2003* to 12/31/2003                             $1.01864         $1.36653           8,122
    1/1/2004 to 12/31/2004                              $1.36653         $1.63587         116,708
    1/1/2005 to 12/31/2005                              $1.63587         $1.90014         116,112
    1/1/2006 to 12/31/2006                              $1.90014         $2.05363         115,582
- --------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    1/6/2003* to 12/31/2003                             $1.01406         $1.30191               0
    1/1/2004 to 12/31/2004                              $1.30191         $1.27212               0
    1/1/2005 to 12/31/2005                              $1.27212         $1.28565               0
    1/1/2006 to 12/31/2006                              $1.28565         $1.42492               0
- --------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    1/6/2003* to 12/31/2003                             $1.01518         $1.19388          83,241
    1/1/2004 to 12/31/2004                              $1.19388         $1.30209          83,028
    1/1/2005 to 12/31/2005                              $1.30209         $1.47863          82,811
    1/1/2006 to 12/31/2006                              $1.47863         $1.44859               3
- --------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    1/6/2003* to 12/31/2003                             $1.03407         $1.34037               0
    1/1/2004 to 12/31/2004                              $1.34037         $1.32188               0
    1/1/2005 to 4/29/2005                               $1.32188         $1.18074               0
- --------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    1/6/2003* to 12/31/2003                             $1.01151         $1.35112          12,286
    1/1/2004 to 12/31/2004                              $1.35112         $1.55290          16,814
    1/1/2005 to 12/31/2005                              $1.55290         $1.78245          16,711
    1/1/2006 to 12/31/2006                              $1.78245         $2.12789          28,781
- --------------------------------------------------------------------------------------------------------
Evergreen Growth And Income Fund
    12/5/2003* to 12/31/2003                            $9.92203        $10.34285               0
    1/1/2004 to 12/31/2004                             $10.34285        $11.05580               0
    1/1/2005 to 4/15/2005                              $11.05580        $10.33082               0
- --------------------------------------------------------------------------------------------------------
Evergreen VA Balanced Fund
    1/6/2003* to 12/31/2003                             $1.00931         $1.12625               0
    1/1/2004 to 12/31/2004                              $1.12625         $1.18087               0
    1/1/2005 to 12/31/2005                              $1.18087         $1.22619               0
    1/1/2006 to 12/31/2006                              $1.22619         $1.32838               0



                                      A-3






- ----------------------------------------------------------------------------------------------------------
                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
                                                    Beginning of Period End of Period    End of Period
                                                                             
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Fundamental Large Cap Fund
    12/5/2003* to 12/31/2003                              $9.91859        $10.39784               0
    1/1/2004 to 12/31/2004                               $10.39784        $11.19868          47,339
    1/1/2005 to 12/31/2005                               $11.19868        $12.03990          47,125
    1/1/2006 to 12/31/2006                               $12.03990        $13.37882          46,827
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    1/6/2003* to 12/31/2003                               $1.01232         $1.35076           1,339
    1/1/2004 to 12/31/2004                                $1.35076         $1.51675           7,387
    1/1/2005 to 12/31/2005                                $1.51675         $1.59343           4,538
    1/1/2006 to 12/31/2006                                $1.59343         $1.74499           4,514
- ----------------------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    12/5/2003* to 12/31/2003                              $9.98995        $10.44289           1,603
    1/1/2004 to 12/31/2004                               $10.44289        $12.27702           1,655
    1/1/2005 to 12/31/2005                               $12.27702        $14.04482           1,646
    1/1/2006 to 12/31/2006                               $14.04482        $17.05947           1,638
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    1/6/2003* to 12/31/2003                               $1.00975         $1.33662          30,970
    1/1/2004 to 12/31/2004                                $1.33662         $1.41333          67,367
    1/1/2005 to 12/31/2005                                $1.41333         $1.44748          63,869
    1/1/2006 to 12/31/2006                                $1.44748         $1.51345          63,922
- ----------------------------------------------------------------------------------------------------------
Evergreen VA Special Values Fund
    1/6/2003* to 12/31/2003                               $1.01278         $1.25261           8,951
    1/1/2004 to 12/31/2004                                $1.25261         $1.48703               0
    1/1/2005 to 12/31/2005                                $1.48703         $1.62435               0
    1/1/2006 to 12/31/2006                                $1.62435         $1.94718               0
- ----------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                              $9.99886        $10.68260               0
- ----------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                              $9.99886         $9.99933               0
    1/1/2006 to 12/31/2006                                $9.99933        $11.40838           8,696
- ----------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                             $10.09338        $11.73323               0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                             $10.07970        $10.33229               0
    1/1/2006 to 12/31/2006                               $10.33229        $12.36530               0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                             $10.05481        $10.28681               0
    1/1/2006 to 12/31/2006                               $10.28681        $11.89718           1,939
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                             $10.05009        $11.34495               0
- ----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                             $10.04988        $10.42169               0
    1/1/2006 to 12/31/2006                               $10.42169        $11.57321               0
- ----------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.06658        $10.35426               0
    1/1/2006 to 12/31/2006                               $10.35426        $11.93304               0
- ----------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                             $10.04202        $10.33700           1,075
    1/1/2006 to 12/31/2006                               $10.33700        $11.18026           1,080
- ----------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                              $9.99886        $10.01933               0
    1/1/2006 to 12/31/2006                               $10.01933        $11.04402               0



                                      A-4






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.00933               0
    1/1/2006 to 12/31/2006                                 $10.00933        $11.22130          31,301
- ------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                               $10.14710        $12.04155               0
    1/1/2006 to 12/31/2006                                 $12.04155        $16.23834               0
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99886        $10.02932               0
    1/1/2006 to 12/31/2006                                 $10.02932        $10.93553           1,030
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08492        $10.73678               0
    1/1/2006 to 12/31/2006                                 $10.73678        $12.88954               0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
 (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01133        $10.33264               0
    1/1/2006 to 12/31/2006                                 $10.33264        $10.98080               0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04570        $10.03757               0
    1/1/2006 to 12/31/2006                                 $10.03757        $11.87455               0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99886        $10.98052               0
    1/1/2006 to 12/31/2006                                 $10.98052        $12.22751               0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99886        $10.50452               0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99886        $10.60336               0
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
 (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01541        $10.64464               0
    1/1/2006 to 12/31/2006                                 $10.64464        $11.66754               0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03302        $10.78065               0
    1/1/2006 to 12/31/2006                                 $10.78065        $11.69442               0
- ------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                                $9.97681         $9.87825               0
    1/1/2006 to 12/31/2006                                  $9.87825        $10.75063               0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99886        $10.60000             532
    1/1/2006 to 12/31/2006                                 $10.60000        $11.11019             527
- ------------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.91389        $10.67460               0
    1/1/2006 to 12/31/2006                                 $10.67460        $12.92733               0
- ------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.07726        $10.57804               0
    1/1/2006 to 12/31/2006                                 $10.57804        $12.35800               0
- ------------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                                $9.99886         $9.96977               0
    1/1/2006 to 12/31/2006                                  $9.96977        $10.79596               0
- ------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.12625        $10.92526           1,051
    1/1/2006 to 12/31/2006                                 $10.92526        $11.55444           3,343
- ------------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.96626        $10.49866               0
    1/1/2006 to 12/31/2006                                 $10.49866        $12.87030               0



                                      A-5





- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.03693        $10.78089              0
    1/1/2006 to 12/31/2006                         $10.78089        $11.65979              0
- ----------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.06503        $10.37369              0
    1/1/2006 to 12/31/2006                         $10.37369        $11.68807              0
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                       $10.05576        $11.35869              0
    1/1/2006 to 12/31/2006                         $11.35869        $12.77698          1,706
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02196        $10.90682              0
    1/1/2006 to 12/31/2006                         $10.90682        $11.91306              0
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99886        $10.07733              0
    1/1/2006 to 12/31/2006                         $10.07733        $10.31847              0
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99886        $10.03931              0
    1/1/2006 to 12/31/2006                         $10.03931        $10.68916              0
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04866        $10.66828              0
    1/1/2006 to 12/31/2006                         $10.66828        $12.63027              0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02867        $10.37610              0
    1/1/2006 to 12/31/2006                         $10.37610        $11.51159          2,022
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94939         $9.46839              0
    1/1/2006 to 12/31/2006                          $9.46839         $9.92364              0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00286        $11.76236              0
    1/1/2006 to 12/31/2006                         $11.76236        $13.44068          3,436
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88103        $12.08600              0
    1/1/2006 to 12/31/2006                         $12.08600        $16.04073              0
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    1/6/2003* to 12/31/2003                         $1.02245         $1.24622              0
    1/1/2004 to 12/31/2004                          $1.24622         $1.28061              0
    1/1/2005 to 12/31/2005                          $1.28061         $1.31370              0
    1/1/2006 to 12/31/2006                          $1.31370         $1.43985              0


 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.



                                      A-6




               (CONTRACT W CREDIT, HDV, AND LIFETIME FIVE 2.60)




- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
Jennison Portfolio
    3/14/2005* to 12/31/2005                         $10.06129        $11.73220                0
    1/1/2006 to 12/31/2006                           $11.73220        $11.64007                0
- ------------------------------------------------------------------------------------------------------
Prudential Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.04766        $11.02297                0
    1/1/2006 to 12/31/2006                           $11.02297        $12.09475                0
- ------------------------------------------------------------------------------------------------------
Prudential Global Portfolio
    3/14/2005* to 12/31/2005                          $9.98583        $11.25921                0
    1/1/2006 to 12/31/2006                           $11.25921        $13.13104                0
- ------------------------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    3/14/2005* to 12/31/2005                          $9.99976        $10.04005                0
    1/1/2006 to 12/31/2006                           $10.04005        $10.25107                0
- ------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    3/14/2005* to 12/31/2005                         $10.05581        $10.30897                0
    1/1/2006 to 12/31/2006                           $10.30897        $11.61033                0
- ------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    3/14/2005* to 12/31/2005                         $10.03716        $11.18056                0
    1/1/2006 to 12/31/2006                           $11.18056        $13.07076                0
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.03156        $10.90725                0
    1/1/2006 to 12/31/2006                           $10.90725        $12.14908                0
- ------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    3/14/2005* to 4/29/2005                          $10.06851         $9.47818                0
- ------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    3/14/2005* to 12/31/2005                         $10.02484        $10.16588                0
    1/1/2006 to 12/31/2006                           $10.16588        $11.49937                0
- ------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.02984        $12.04891                0
    1/1/2006 to 12/31/2006                           $12.04891        $12.43868                0
- ------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.01681        $10.60008        2,803,554
    1/1/2006 to 12/31/2006                           $10.60008        $11.43660        2,710,795
- ------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.00686        $10.42969          699,364
    1/1/2006 to 12/31/2006                           $10.42969        $11.04731          718,462
- ------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    3/14/2005* to 12/31/2005                         $10.02477        $10.55480                0
    1/1/2006 to 12/31/2006                           $10.55480        $11.83364                0
- ------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.05698        $10.43562                0
    1/1/2006 to 12/31/2006                           $10.43562        $11.65712                0
- ------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.02869        $10.76609        3,674,148
    1/1/2006 to 12/31/2006                           $10.76609        $11.84613        3,563,629
- ------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.07548        $10.41036                0
    1/1/2006 to 12/31/2006                           $10.41036        $12.02174                0


                                      A-7






- --------------------------------------------------------------------------------------------------------
                                                                                         Number of
                                                     Accumulation     Accumulation      Accumulation
                                                     Unit Value at    Unit Value at Units Outstanding at
                                                  Beginning of Period End of Period    End of Period
                                                                           
- --------------------------------------------------------------------------------------------------------
SP International Value Portfolio
 (formerly, SP LSV International Value Portfolio)
    3/14/2005* to 12/31/2005                            $9.91187        $10.59302            0
    1/1/2006 to 12/31/2006                             $10.59302        $13.32951            0
- --------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    3/14/2005* to 4/29/2005                            $10.05569         $9.59841            0
- --------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.02797        $10.62046            0
    1/1/2006 to 12/31/2006                             $10.62046        $10.15083            0
- --------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    3/14/2005* to 12/31/2005                            $9.98863        $10.06754            0
    1/1/2006 to 12/31/2006                             $10.06754        $10.74615            0
- --------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    3/14/2005* to 12/31/2005                            $9.99789        $10.09857            0
    1/1/2006 to 12/31/2006                             $10.09857        $10.20537            0
- --------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.03548        $11.66658            0
    1/1/2006 to 12/31/2006                             $11.66658        $12.46174            0
- --------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.03010        $10.44213            0
    1/1/2006 to 12/31/2006                             $10.44213        $11.43885            0
- --------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    3/14/2005* to 12/31/2005                           $10.07330        $11.90839            0
    1/1/2006 to 12/31/2006                             $11.90839        $11.53055            0
- --------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    3/14/2005* to 4/29/2005                            $10.04283         $9.58487            0
- --------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    3/14/2005* to 12/31/2005                            $9.92605        $11.22029            0
    1/1/2006 to 12/31/2006                             $11.22029        $13.23866            0
- --------------------------------------------------------------------------------------------------------
Evergreen Growth And Income Fund
    3/14/2005* to 4/15/2005                                    -                -            -
- --------------------------------------------------------------------------------------------------------
Evergreen VA Balanced Fund
    3/14/2005* to 12/31/2005                                   -                -            -
    1/1/2006 to 12/31/2006                                     -                -            -
- --------------------------------------------------------------------------------------------------------
Evergreen VA Fundamental Large Cap Fund
    3/14/2005* to 12/31/2005                                   -                -            -
    1/1/2006 to 12/31/2006                                     -                -            -
- --------------------------------------------------------------------------------------------------------
Evergreen VA Growth Fund
    3/14/2005* to 12/31/2005                                   -                -            -
    1/1/2006 to 12/31/2006                                     -                -            -
- --------------------------------------------------------------------------------------------------------
Evergreen VA International Equity Fund
    3/14/2005* to 12/31/2005                                   -                -            -
    1/1/2006 to 12/31/2006                                     -                -            -
- --------------------------------------------------------------------------------------------------------
Evergreen VA Omega Fund
    3/14/2005* to 12/31/2005                                   -                -            -
    1/1/2006 to 12/31/2006                                     -                -            -
- --------------------------------------------------------------------------------------------------------
Evergreen VA Special Values Fund
    3/14/2005* to 12/31/2005                                   -                -            -
    1/1/2006 to 12/31/2006                                     -                -            -



                                      A-8






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                                $9.99789        $10.58428        1,368,561
- ------------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99789         $9.99030                0
    1/1/2006 to 12/31/2006                                  $9.99030        $11.26518                0
- ------------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                               $10.09241        $11.63321                0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                               $10.07873        $10.23479                0
    1/1/2006 to 12/31/2006                                 $10.23479        $12.10594                0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                               $10.05384        $10.18979                0
    1/1/2006 to 12/31/2006                                 $10.18979        $11.64751                0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                               $10.04912        $11.24827                0
- ------------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                               $10.04891        $10.32343                0
    1/1/2006 to 12/31/2006                                 $10.32343        $11.33031                0
- ------------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.06561        $10.25648                0
    1/1/2006 to 12/31/2006                                 $10.25648        $11.68252                0
- ------------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                               $10.04106        $10.23948                0
    1/1/2006 to 12/31/2006                                 $10.23948        $10.94561                0
- ------------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99789        $10.01025          329,867
    1/1/2006 to 12/31/2006                                 $10.01025        $10.90518        4,050,210
- ------------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99789        $10.00027          264,281
    1/1/2006 to 12/31/2006                                 $10.00027        $11.08024        6,134,343
- ------------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                               $10.14613        $11.92816                0
    1/1/2006 to 12/31/2006                                 $11.92816        $15.89804                0
- ------------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                                $9.99789        $10.02023           14,495
    1/1/2006 to 12/31/2006                                 $10.02023        $10.79817          782,409
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08395        $10.63555                0
    1/1/2006 to 12/31/2006                                 $10.63555        $12.61910                0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
 (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01036        $10.23522                0
    1/1/2006 to 12/31/2006                                 $10.23522        $10.75030                0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04473         $9.94281                0
    1/1/2006 to 12/31/2006                                  $9.94281        $11.62528                0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99789        $10.87710                0
    1/1/2006 to 12/31/2006                                 $10.87710        $11.97093                0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99789        $10.40773          619,984
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99789        $10.50581          457,279



                                      A-9






- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
 (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                         $10.01445        $10.54432               0
    1/1/2006 to 12/31/2006                           $10.54432        $11.42284               0
- ------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.03205        $10.67907               0
    1/1/2006 to 12/31/2006                           $10.67907        $11.44914               0
- ------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                          $9.97584         $9.78498               0
    1/1/2006 to 12/31/2006                            $9.78498        $10.52499               0
- ------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                          $9.99789        $10.50002               0
    1/1/2006 to 12/31/2006                           $10.50002        $10.87698               0
- ------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                          $9.91292        $10.57386               0
    1/1/2006 to 12/31/2006                           $10.57386        $12.65607               0
- ------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.07630        $10.47827               0
    1/1/2006 to 12/31/2006                           $10.47827        $12.09868               0
- ------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                          $9.99789         $9.87561               0
    1/1/2006 to 12/31/2006                            $9.87561        $10.56925               0
- ------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.12528        $10.82204               0
    1/1/2006 to 12/31/2006                           $10.82204        $11.31183               0
- ------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                          $9.96529        $10.39968               0
    1/1/2006 to 12/31/2006                           $10.39968        $12.60029               0
- ------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.03596        $10.67928               0
    1/1/2006 to 12/31/2006                           $10.67928        $11.41513               0
- ------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.06406        $10.27587               0
    1/1/2006 to 12/31/2006                           $10.27587        $11.44280               0
- ------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                         $10.05479        $11.25162               0
    1/1/2006 to 12/31/2006                           $11.25162        $12.50869               0
- ------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.02100        $10.80397               0
    1/1/2006 to 12/31/2006                           $10.80397        $11.66305               0
- ------------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                          $9.99789         $9.98223               0
    1/1/2006 to 12/31/2006                            $9.98223        $10.10175               0
- ------------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                          $9.99789        $10.03022               0
    1/1/2006 to 12/31/2006                           $10.03022        $10.55495         166,747
- ------------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                         $10.04770        $10.56766               0
    1/1/2006 to 12/31/2006                           $10.56766        $12.36528               0
- ------------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                         $10.02771        $10.27832               0
    1/1/2006 to 12/31/2006                           $10.27832        $11.27006          29,105
- ------------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                          $9.94843         $9.37907               0
    1/1/2006 to 12/31/2006                            $9.37907         $9.71544               0



                                     A-10





- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00189        $11.65151            0
    1/1/2006 to 12/31/2006                         $11.65151        $13.15868            0
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88006        $11.97195            0
    1/1/2006 to 12/31/2006                         $11.97195        $15.70405            0
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    3/14/2005* to 12/31/2005                       $10.04383        $10.31860            0
    1/1/2006 to 12/31/2006                         $10.31860        $11.17733            0


 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.

                                     A-11



       APPENDIX B - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU

 Within the Strategic Partners/SM/ family of annuities, we offer several
 different deferred variable annuity products. These annuities are issued by
 Pruco Life Insurance Company (in New York, by Pruco Life Insurance Company of
 New Jersey). Not all of these annuities may be available to you due to state
 approval or broker-dealer offerings. You can verify which of these annuities
 is available to you by asking your registered representative, or by calling us
 at (888) PRU-2888. For comprehensive information about each of these
 annuities, please consult the prospectus for the annuity.

 Each annuity has different features and benefits that may be appropriate for
 you, based on your individual financial situation and how you intend to use
 the annuity.

 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay while your contract remains
 in force. Additionally, differences may exist in various optional benefits
 such as guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:
..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the annuity;
..   Your investment return objectives;
..   The effect of optional benefits that may be elected; and
..   Your desire to minimize costs and/or maximize return associated with the
    annuity.

 The following chart sets forth the prominent features of each Strategic
 Partners variable annuity. The availability of optional features, such as
 those noted in the chart, may increase the cost of the contract. Therefore,
 you should carefully consider which features you plan to use when selecting
 your annuity.

 In addition to the chart, we set out below certain hypothetical illustrations
 that reflect the Contract Value and surrender value of each variable annuity
 over a variety of holding periods. These charts are meant to reflect how your
 annuities can grow or decrease depending on market conditions and the
 comparable value of each of the annuities (which reflects the charges
 associated with the annuities) under the assumptions noted. In comparing the
 values within the illustrations, a number of distinctions are evident. To
 fully appreciate these distinctions, we encourage you to speak to your
 registered representative and to read the prospectuses. However, we do point
 out the following noteworthy items:
..   Strategic Partners Advisor, because it has no sales charge, offers the
    highest surrender value during the first few years. However, unlike
    Strategic Partners FlexElite 2 (i.e., the version of the contract sold on
    or after May 1, 2003) and the Strategic Partners Annuity One 3/Plus 3
    contracts, Strategic Partners Advisor offers few optional benefits.
..   Strategic Partners FlexElite 2 offers both an array of optional benefits as
    well as the "liquidity" to surrender the annuity without any withdrawal
    charge after three contract years have passed. FlexElite 2 also is unique
    in offering an optional persistency bonus (which, if taken, extends the
    withdrawal charge period).
..   Strategic Partners Select, as part of its standard insurance and
    administrative expense, offers a guaranteed minimum death benefit equal to
    the greater of the Contract Value, a step-up value, or a roll-up value. In
    contrast, you incur an additional charge if you opt for an enhanced death
    benefit under the other annuities.
..   Strategic Partners Annuity One 3/Plus 3 comes in both a bonus version and a
    non-bonus version, each of which offers several optional insurance
    features. A bonus is added to your purchase payments under the bonus
    version, although the withdrawal charges under the bonus version are higher
    than those under the non-bonus version. Although the non-bonus version
    offers no bonus, it is accompanied by fixed interest rate options and a
    market value adjustment option that may provide higher interest rates than
    such options accompanying the bonus version.

 STRATEGIC PARTNERS ANNUITY PRODUCT COMPARISON
 Below is a summary of Strategic Partners variable annuity products. You should
 consider the investment objectives, risks, charges and expenses of an
 investment in any contract carefully before investing. Each product prospectus
 as well as the underlying portfolio prospectuses contains this and other
 information about the variable annuities and underlying investment options.
 Your registered representative can provide you with prospectuses for one or
 more of these variable annuities and the underlying portfolios and can help
 you decide upon the product that would be most advantageous for you given your
 individual needs. Please read the prospectuses carefully before investing.

                                      B-1






- ---------------------------------------------------------------------------------------------------------------------
                                                                                    Strategic          Strategic
                                                                                    Partners           Partners
                           Strategic         Strategic           Strategic           Annuity            Annuity
                           Partners           Partners           Partners         One 3/Plus 3       One 3/Plus 3
                            Advisor       Flexelite 2 /1/         Select            Non Bonus            Bonus
                                                                                    
- ---------------------------------------------------------------------------------------------------------------------
Minimum Investment     $10,000           $10,000             $10,000            $10,000            $10,000
- ---------------------------------------------------------------------------------------------------------------------
Maximum Issue Age      85 Qualified &    85 Qualified &      80 Qualified & 85  85 Qualified &     85 Qualified &
                       Non-Qualified     Non-Qualified       Non-Qualified      Non-Qualified      Non-Qualified
- ---------------------------------------------------------------------------------------------------------------------
Withdrawal Charge      None              3 Years (7%, 7%,    7 Years (7%, 6%,   7 Years (7%, 6%,   7 Years (8%, 8%,
 Schedule                                7%) Contract date   5%, 4%, 3%, 2%,    5%, 4%, 3%, 2%,    8%, 8%, 7%, 6%,
                                         based               1%) Contract date  1%) Payment date   5%) Payment date
                                                             based              based              based
- ---------------------------------------------------------------------------------------------------------------------
Annual Charge-Free     Full liquidity    10% of gross        10% of gross       10% of gross       10% of gross
 Withdrawal /2/                          purchase payments   purchase payments  purchase payments  purchase payments
                                         made as of last     per contract year, made as of last    made as of last
                                         contract            cumulative up to 7 contract           contract
                                         anniversary per     years or 70% of    anniversary per    anniversary per
                                         contract year       gross purchase     contract year      contract year
                                                             payments
- ---------------------------------------------------------------------------------------------------------------------
Insurance and          1.40%             1.65%               1.52%              1.40%              1.50%
 Administration
 Charge
- ---------------------------------------------------------------------------------------------------------------------
Contract Maintenance   The lesser of $30 The lesser of $50   $30. Waived if     The lesser of $35  The lesser of $35
 Fee (assessed         or 2% of your     or 2% of your       Contract Value is  or 2% of your      or 2% of your
 annually)             Contract Value.   Contract Value.     $50,000 or more    Contract Value.    Contract Value.
                       Waived if         Waived if contract                     Waived if          Waived if
                       Contract Value is value is $100,000                      Contract Value is  Contract Value is
                       $50,000 or more   or more                                $75,000 or more    $75,000 or more
- ---------------------------------------------------------------------------------------------------------------------
Contract Credit        No                Yes                 No                 No                 Yes
                                         1% credit option at                                       3% - all amounts
                                         end of 3rd and 6th                                        ages
                                         contract years.                                           81 - 85
                                         Election results in                                       4% - under
                                         a new 3 year                                              $250,000
                                         withdrawal charge                                         5% - $250,000 -
                                                                                                   $999,999
                                                                                                   6% - $1,000,000+
- ---------------------------------------------------------------------------------------------------------------------
Fixed Rate Account     No                Yes                 Yes                Yes                Yes /3/
                                         1-Year              1-Year             1-Year             1-Year
- ---------------------------------------------------------------------------------------------------------------------
Market Value           No                Yes                 Yes                Yes                Yes
 Adjustment Account                      1-10 Years          7-Year             1-10 Years         1-10 Years
 (MVA)
- ---------------------------------------------------------------------------------------------------------------------
Enhanced Dollar Cost   No                Yes                 No                 Yes                Yes
 Averaging (DCA)
- ---------------------------------------------------------------------------------------------------------------------
Variable Investment    As indicated in   As indicated in     As indicated in    As indicated in    56/62
 Options Available     prospectus        prospectus          prospectus         prospectus
- ---------------------------------------------------------------------------------------------------------------------
Evergreen Funds        N/A               N/A                 N/A                6-available in     6-available in
                                                                                Strategic Partners Strategic Partners
                                                                                Plus 3 only        Plus 3 only
- ---------------------------------------------------------------------------------------------------------------------
Base Death Benefit:    The greater of:   The greater of:     Step/Roll          The greater of:    The greater of:
                       purchase          purchase            Withdrawals will   purchase           purchase
                       payment(s) minus  payment(s) minus    proportionately    payment(s) minus   payment(s) minus
                       proportionate     proportionate       affect the Death   proportionate      proportionate
                       withdrawal(s) or  withdrawal(s) or    Benefit            withdrawal(s) or   withdrawal(s) or
                       Contract Value    Contract Value                         Contract Value     Contract Value
- ---------------------------------------------------------------------------------------------------------------------
Optional Death Benefit Step/Roll         Step-Up             N/A                Step-Up            Step-Up
 (for an additional                      Roll-Up                                Roll-Up            Roll-Up
 cost) /4,5/                             Combo: Step/Roll                       Combo: Step/Roll   Combo: Step/Roll
                                         Highest Daily                          Highest Daily      Highest Daily
                                         Value (HDV)                            Value (HDV)        Value (HDV)
                                         Earnings                               Earnings           Earnings
                                         Appreciator                            Appreciator        Appreciator
                                         Benefit (EAB)                          Benefit (EAB)      Benefit (EAB)



                                      B-2





- ------------------------------------------------------------------------------------------------------------------
                                                                                   Strategic         Strategic
                                                                                   Partners          Partners
                            Strategic         Strategic          Strategic          Annuity           Annuity
                            Partners           Partners          Partners        One 3/Plus 3      One 3/Plus 3
                             Advisor       Flexelite 2 /1/        Select           Non Bonus           Bonus
- ------------------------------------------------------------------------------------------------------------------
Contract Maintenance    The lesser of $30 The lesser of $50  $30. Waived if    The lesser of $35 The lesser of $35
 Fee (assessed          or 2% of your     or 2% of your      Contract Value is or 2% of your     or 2% of your
 annually)              Contract Value.   Contract Value.    $50,000 or more   Contract Value.   Contract Value.
                        Waived if         Waived if contract                   Waived if         Waived if
                        Contract Value is value is $100,000                    Contract Value is Contract Value is
                        $50,000 or more   or more                              $75,000 or more   $75,000 or more
                                                                                  
- ------------------------------------------------------------------------------------------------------------------
Living Benefits (for an   Lifetime Five    Lifetime Five            N/A        Lifetime Five      Lifetime Five
 additional cost) /5,6/                    Spousal Lifetime                    Spousal Lifetime   Spousal
                                           Five                                Five               Lifetime Five
                                           Highest Daily                       Highest Daily      Guaranteed
                                           Lifetime Five                       Lifetime Five      Minimum Income
                                           Guaranteed                          Guaranteed         Benefit (GMIB)
                                           Minimum Income                      Minimum Income     Income
                                           Benefit (GMIB)                      Benefit (GMIB)     Appreciator
                                           Income                              Income             Benefit (IAB)
                                           Appreciator                         Appreciator
                                           Benefit (IAB)                       Benefit (IAB)


 1  This column depicts features of the version of Strategic Partners FlexElite
    sold on or after May 1, 2003 or upon subsequent state approval. In one
    state, Pruco Life continues to sell a prior version of the contract. Under
    that version, the charge for the base death benefit is 1.60%, rather than
    1.65%. The prior version also differs in certain other respects (e.g.,
    availability of optional benefits). The values illustrated below are based
    on the 1.65% charge, and therefore are slightly lower than if the 1.60%
    charge were used.
 2  Withdrawals of taxable amounts will be subject to income tax, and prior to
    age 59 1/2, may be subject to a 10% federal income tax penalty.
 3  May offer lower interest rates for the fixed rate options than the interest
    rates offered in the contracts without credit.
 4  For more information on these benefits, refer to section 4, "What Is The
    Death Benefit?" in the Prospectus.
 5  Not all Optional Benefits may be available in all states.
 6  For more information on these benefits, refer to section 3, "What Kind of
    Payments Will I Receive During The Income Phase?"; section 5, "What Is The
    LifeTime Five(SM) Income Benefit?"; (discussing Lifetime Five and Spousal
    Lifetime Five) and section 6, "What Is The Income Appreciator Benefit?" in
    the Prospectus.

 HYPOTHETICAL ILLUSTRATION

 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the contract years specified. The values shown below are based
 on the following assumptions:
..   An initial investment of $100,000 is made into each contract earning a
    gross rate of return of 0% and 6% respectively.
..   No subsequent deposits or withdrawals are made to/from the contract.
..   The hypothetical gross rates of return are reduced by the arithmetic
    average of the fees and expenses of the underlying portfolios (as of
    December 31, 2006) and the charges that are deducted from the contract at
    the Separate Account level as follows:


  .   0.97% average of all fund expenses are computed by adding Portfolio
      management fees, 12b-1 fees and other expenses of all of the underlying
      portfolios and then dividing by the number of portfolios. For purposes of
      the illustrations, we do not reflect any expense reimbursements or
      expense waivers that might apply and are described in the prospectus fee
      table. Please note that because the SP Aggressive Growth Asset Allocation
      Portfolio, the SP Balanced Asset Allocation Portfolio, the SP
      Conservative Asset Allocation Portfolio, and the SP Growth Asset
      Allocation Portfolio generally were closed to investors in 2005, the fees
      for such portfolios are not reflected in the above-mentioned average.


  .   The Separate Account level charges include the Insurance Charge and
      Administration Charge (as applicable).

 The Contract Value assumes no surrender while the Surrender Value assumes a
 100% surrender two days prior to the contract anniversary, therefore
 reflecting the withdrawal charge applicable to that contract year. Note that a
 withdrawal on the contract anniversary, or the day before the contract
 anniversary, would be subject to the withdrawal charge applicable to the next
 contract year, which usually is lower. The values that you actually experience
 under a contract will be different from what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each product reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).

                                      B-3



 0% GROSS RETURN






        SP ADVISOR         SP SELECT       SP FLEX ELITE II   SPAO 3 NON BONUS     SPAO 3 BONUS
    ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
    -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $97,678   $97,678  $97,563   $91,433  $97,439   $91,317  $97,678   $91,540  $101,485  $94,166
 2  $95,404   $95,404  $95,179   $90,068  $94,887   $88,945  $95,404   $90,279  $ 99,025  $91,902
 3  $93,183   $93,183  $92,853   $88,710  $92,401   $86,633  $93,183   $89,023  $ 96,624  $89,694
 4  $91,013   $91,013  $90,584   $87,361  $89,979   $89,979  $91,013   $87,773  $ 94,282  $87,539
 5  $88,894   $88,894  $88,371   $86,019  $87,620   $87,620  $88,894   $86,527  $ 91,996  $86,256
 6  $86,825   $86,825  $86,211   $84,687  $85,321   $85,321  $86,825   $85,288  $ 89,766  $84,979
 7  $84,803   $84,803  $84,104   $83,363  $83,080   $83,080  $84,803   $84,055  $ 87,589  $83,710
 8  $82,829   $82,829  $82,049   $82,049  $80,898   $80,898  $82,829   $82,829  $ 85,466  $85,466
 9  $80,901   $80,901  $80,044   $80,044  $78,771   $78,771  $80,901   $80,901  $ 83,394  $83,394
 10 $79,017   $79,017  $78,088   $78,088  $76,700   $76,700  $79,017   $79,017  $ 81,372  $81,372
 11 $77,178   $77,178  $76,180   $76,180  $74,681   $74,681  $77,178   $77,178  $ 79,399  $79,399
 12 $75,381   $75,381  $74,319   $74,319  $72,714   $72,714  $75,381   $75,381  $ 77,474  $77,474
 13 $73,626   $73,626  $72,468   $72,468  $70,798   $70,798  $73,626   $73,626  $ 75,596  $75,596
 14 $71,912   $71,912  $70,663   $70,663  $68,931   $68,931  $71,877   $71,877  $ 73,763  $73,763
 15 $70,237   $70,237  $68,902   $68,902  $67,111   $67,111  $70,170   $70,170  $ 71,941  $71,941
 16 $68,602   $68,602  $67,185   $67,185  $65,339   $65,339  $68,502   $68,502  $ 70,162  $70,162
 17 $67,005   $67,005  $65,509   $65,509  $63,612   $63,612  $66,873   $66,873  $ 68,427  $68,427
 18 $65,445   $65,445  $63,874   $63,874  $61,930   $61,930  $65,282   $65,282  $ 66,734  $66,734
 19 $63,921   $63,921  $62,279   $62,279  $60,290   $60,290  $63,728   $63,728  $ 65,082  $65,082
 20 $62,433   $62,433  $60,723   $60,723  $58,693   $58,693  $62,210   $62,210  $ 63,470  $63,470
 21 $60,980   $60,980  $59,205   $59,205  $57,137   $57,137  $60,727   $60,727  $ 61,897  $61,897
 22 $59,560   $59,560  $57,724   $57,724  $55,621   $55,621  $59,279   $59,279  $ 60,362  $60,362
 23 $58,173   $58,173  $56,279   $56,279  $54,143   $54,143  $57,865   $57,865  $ 58,865  $58,865
 24 $56,819   $56,819  $54,870   $54,870  $52,704   $52,704  $56,484   $56,484  $ 57,404  $57,404
 25 $55,496   $55,496  $53,495   $53,495  $51,302   $51,302  $55,134   $55,134  $ 55,978  $55,978



 Assumptions:

 1. $100,000 initial investment.

 2. As of December 31, 2006, the average fund expenses = 0.97%.

 3. No optional death benefit(s) and/or optional living benefit(s) were elected.

 4. Strategic Partners FlexElite 2 figures do not include the optional 1%
    credit election. Had the credit been included, the Contract Values would be
    higher, due to the additional credit. However, election of the credit
    extends the surrender charge for an additional three years, thus lowering
    surrender value in those years.

 5. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor -2.33%; Strategic Partners Select -2.44%;
    Strategic Partners FlexElite 2 -2.60%; Strategic Partners Annuity One
    3/Plus 3 Non-Bonus -2.33%; Strategic Partners Annuity One 3/Plus 3 Bonus
    -2.42%.

 6. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 7. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      B-4



 6% GROSS RETURN






        SP ADVISOR         SP SELECT       SP FLEX ELITE II   SPAO 3 NON BONUS     SPAO 3 BONUS
    ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
    -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $103,522 $103,522  $103,400 $ 96,863  $103,268 $ 96,740  $103,522 $ 96,976  $107,557 $ 99,754
 2  $107,179 $107,179  $106,926 $101,111  $106,653 $ 99,888  $107,179 $101,349  $111,247 $103,148
 3  $110,965 $110,965  $110,572 $105,544  $110,149 $103,139  $110,965 $105,917  $115,063 $106,659
 4  $114,884 $114,884  $114,342 $110,169  $113,759 $113,759  $114,884 $110,689  $119,009 $110,290
 5  $118,942 $118,942  $118,241 $114,994  $117,487 $117,487  $118,942 $115,674  $123,092 $115,176
 6  $123,143 $123,143  $122,273 $120,027  $121,338 $121,338  $123,143 $120,880  $127,314 $120,276
 7  $127,493 $127,493  $126,442 $125,278  $125,315 $125,315  $127,493 $126,318  $131,681 $125,597
 8  $131,996 $131,996  $130,753 $130,753  $129,422 $129,422  $131,996 $131,996  $136,198 $136,198
 9  $136,658 $136,658  $135,212 $135,212  $133,664 $133,664  $136,658 $136,658  $140,870 $140,870
 10 $141,485 $141,485  $139,822 $139,822  $138,044 $138,044  $141,485 $141,485  $145,702 $145,702
 11 $146,483 $146,483  $144,590 $144,590  $142,569 $142,569  $146,483 $146,483  $150,699 $150,699
 12 $151,657 $151,657  $149,520 $149,520  $147,241 $147,241  $151,657 $151,657  $155,868 $155,868
 13 $157,013 $157,013  $154,618 $154,618  $152,067 $152,067  $157,013 $157,013  $161,215 $161,215
 14 $162,559 $162,559  $159,890 $159,890  $157,051 $157,051  $162,559 $162,559  $166,745 $166,745
 15 $168,301 $168,301  $165,342 $165,342  $162,199 $162,199  $168,301 $168,301  $172,464 $172,464
 16 $174,246 $174,246  $170,980 $170,980  $167,515 $167,515  $174,246 $174,246  $178,380 $178,380
 17 $180,400 $180,400  $176,810 $176,810  $173,005 $173,005  $180,400 $180,400  $184,499 $184,499
 18 $186,772 $186,772  $182,838 $182,838  $178,675 $178,675  $186,772 $186,772  $190,827 $190,827
 19 $193,369 $193,369  $189,073 $189,073  $184,531 $184,531  $193,369 $193,369  $197,373 $197,373
 20 $200,199 $200,199  $195,520 $195,520  $190,579 $190,579  $200,199 $200,199  $204,143 $204,143
 21 $207,271 $207,271  $202,186 $202,186  $196,825 $196,825  $207,271 $207,271  $211,146 $211,146
 22 $214,592 $214,592  $209,080 $209,080  $203,276 $203,276  $214,592 $214,592  $218,388 $218,388
 23 $222,172 $222,172  $216,210 $216,210  $209,939 $209,939  $222,172 $222,172  $225,879 $225,879
 24 $230,019 $230,019  $223,582 $223,582  $216,820 $216,820  $230,019 $230,019  $233,627 $233,627
 25 $238,144 $238,144  $231,205 $231,205  $223,926 $223,926  $238,144 $238,144  $241,641 $241,641



 Assumptions:

 1. $100,000 initial investment.

 2. As of December 31, 2006, the average fund expenses =0.97%.

 3. No optional death benefit(s) and/or optional living benefit(s) were elected.

 4. Strategic Partners FlexElite 2 figures do not include the optional 1%
    credit election. Had the credit been included, the Contract Values would be
    higher, due to the additional credit. However, election of the credit
    extends the surrender charge for an additional three years, thus lowering
    surrender value in those years.

 5. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor 3.53%; Strategic Partners Select 3.41%;
    Strategic Partners FlexElite 2 3.24%; Strategic Partners Annuity One 3/Plus
    3 Non-Bonus 3.53%; Strategic Partners Annuity One 3/Plus 3 Bonus 3.43%.

 6. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

 7. Surrender Value assumes surrender 2 days prior to policy anniversary.

                                      B-5



 APPENDIX C - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE BENEFIT

 We set out below the current formula under which we may transfer amounts
 between the variable investment options and the Benefit Fixed Rate Account.
 Upon your election of Highest Daily Lifetime Five, we will not alter the asset
 transfer formula that applies to your contract. However, as discussed in
 Section 5, we reserve the right to modify this formula with respect to those
 who elect Highest Daily Lifetime Five in the future.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
..   C\\u\\ - the upper target is established on the effective date of the
    Highest Daily Lifetime Five benefit (the "Effective Date") and is not
    changed for the life of the guarantee. Currently, it is 83%.
..   C\\t\\ - the target is established on the Effective Date and is not changed
    for the life of the guarantee. Currently, it is 80%.
..   C\\l\\ - the lower target is established on the Effective Date and is not
    changed for the life of the guarantee. Currently, it is 77%.
..   L - the target value as of the current business day.
..   r - the target ratio.

..   a - the factors used in calculating the target value. These factors are
    established on the Effective Date and are not changed for the life of the
    guarantee. The factors that we use currently are derived from the a2000
    Individual Annuity Mortality Table with an assumed interest rate of 3%.
    Each number in the table "a" factors (which appears below) represents a
    factor, which when multiplied by the Highest Daily Annual Income Amount,
    projects our total liability for the purpose of asset transfers under the
    guarantee.

..   Q - age based factors used in calculating the target value. These factors
    are established on the Effective Date and are not changed for the life of
    the guarantee. The factor is currently set equal to 1.
..   V - the total value of all Permitted Sub-accounts in the annuity.
..   F - the total value of all Benefit Fixed Rate Account allocations.

..   I - the income value prior to the first withdrawal. The income value is
    equal to what the Highest Daily Annual Income Amount would be if the first
    withdrawal were taken on the date of calculation. After the first
    withdrawal the income value equals the greater of the Highest Daily Annual
    Income Amount, the quarterly step-up amount times the annual income
    percentage, and the Contract Value times the annual income percentage.

..   T - the amount of a transfer into or out of the Benefit Fixed Rate Account.
..   I% - annual income amount percentage. This factor is established on the
    Effective Date and is not changed for the life of the guarantee. Currently,
    this percentage is equal to 5%.

 Target Value Calculation:
 On each business day, a target value (L) is calculated, according to the
 following formula. If the variable Contract Value (V) is equal to zero, no
 calculation is necessary.


                                
                               L     =I * Q * a


 Transfer Calculation:
 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines when a transfer is required:

   Target Ratio r = (L - F) / V.

..   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
    transferred to Benefit Fixed Rate Account.
..   If r (less than) C\\l\\, and there are currently assets in the Benefit
    Fixed Rate Account (F (greater than) 0), assets in the Benefit Fixed Rate
    Account are transferred to the Permitted Sub-accounts.

 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines the transfer amount:
   T ={Min(V, [L - F - V * C\\t\\] /      T(greater than)0, Money moving from
   (1-C\\t\\))}                           the Permitted Sub-accounts to the
                                          Benefit Fixed Rate Account
   T ={Min(F, [L - F - V * C\\t\\] /      T(less than)0, Money moving from the
   (1-C\\t\\))}                           Benefit Fixed Rate Account to the
                                          Permitted Sub-accounts]

                                      C-1



 Example:
 Male age 65 contributes $100,000 into the Permitted Sub accounts and the value
 drops to $92,300 during year one, end of day one. A table of values for "a"
 appears below.

 Target Value Calculation:


                           
                          L     =I * Q * a
                                =5000.67 * 1 * 15.34
                                =76,710.28


 Target Ratio:


                       
                      r     =(L - F) / V
                            =(76,710.28 - 0) / 92,300.00
                            =83.11%


 Since r (greater than) Cu ( because 83.11% (greater than) 83%) a transfer into
 the Benefit Fixed rate Account occurs.


  
 T     ={ Min ( V, [ L - F - V * Ct] / ( 1 - Ct))}
       ={ Min ( 92,300.00, [ 76,710.28 - 0 - 92,300.00 * 0.80] / ( 1 - 0.80))}
       ={ Min ( 92,300.00, 14,351.40 )}
       =14,351.40


                                      C-2



                 Age 65 "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*



       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
   1   15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
   2   14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
   3   14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
   4   14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
   5   13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
   6   13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
   7   12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
   8   12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
   9   11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10   11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11   10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12   10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13   10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14    9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15    9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16    8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17    8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18    8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19    7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20    7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21    6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22    6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23    6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24    5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25    5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26    5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27    4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28    4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29    4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30    4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31    4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32    3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33    3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34    3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35    3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36    3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37    2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38    2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39    2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40    2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41    2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17


 *  The values set forth in this table are applied to all ages.

                                      C-3



            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
            FURTHER DETAILS ABOUT THE PRUCO LIFE ANNUITY DESCRIBED IN
            PROSPECTUS ORD01142 (05/2007)

                      ------------------------
                               (print your name)

                      ------------------------
                                   (address)

                      ------------------------
                             (city/state/zip code)

                               MAILING ADDRESS:

                       PRUDENTIAL ANNUITY SERVICE CENTER
                                 P.O. Box 7960
                            Philadelphia, PA 19176




[LOGO]
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777





P2360


                                   PRSRT STD
                                 U.S. POSTAGE
                                     PAID
                                 LANCASTER, PA
                                PERMIT NO. 1793




                              STRATEGIC PARTNERS/SM/ FLEXELITE VARIABLE ANNUITY

                                                        PROSPECTUS: MAY 1, 2007

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

 This Prospectus describes an Individual Variable Annuity Contract offered by
 Pruco Life Insurance Company (Pruco Life) and the Pruco Life Flexible Premium
 Variable Annuity Account. Pruco Life offers several different annuities which
 your representative may be authorized to offer to you. Please note that
 selling broker-dealer firms through which the contract is sold may decline to
 make available to their customers certain of the optional features and
 investment options offered generally under the contract. Alternatively, such
 firms may restrict the availability of the optional benefits that they do make
 available to their customers (e.g., imposing a lower maximum issue age for
 certain optional benefits than what is prescribed generally under the
 contract). Please speak to your registered representative for further details.
 Each annuity has different features and benefits that may be appropriate for
 you based on your financial situation, your age and how you intend to use the
 annuity. The different features and benefits include variations in death
 benefit protection and the ability to access your annuity's contract value.
 The fees and charges under the annuity contract and the compensation paid to
 your representative may also be different among each annuity. If you are
 purchasing the contract as a replacement for existing variable annuity or
 variable life coverage, you should consider, among other things, any surrender
 or penalty charges you may incur when replacing your existing coverage. Pruco
 Life is a wholly-owned subsidiary of the Prudential Insurance Company of
 America.


 THE FUNDS

 Strategic Partners FlexElite offers a wide variety of investment choices,
 including variable investment options that invest in underlying mutual funds.
 Currently, portfolios within the following underlying mutual funds are being
 offered: The Prudential Series Fund, Advanced Series Trust (formerly named
 American Skandia Trust), Gartmore Variable Insurance Trust, and Janus Aspen
 Series (see next page for list of each portfolio currently offered).


 PLEASE READ THIS PROSPECTUS
 Please read this prospectus before purchasing a Strategic Partners FlexElite
 variable annuity contract, and keep it for future reference. The current
 prospectuses for the underlying mutual funds contain important information
 about the mutual funds. When you invest in a variable investment option that
 is funded by a mutual fund, you should read the mutual fund prospectus and
 keep it for future reference. The Risk Factors section relating to the market
 value adjustment option appears in the Summary.

 TO LEARN MORE ABOUT STRATEGIC PARTNERS FLEXELITE

 To learn more about the Strategic Partners FlexElite variable annuity, you can
 request a copy of the Statement of Additional Information (SAI) dated May 1,
 2007. The SAI has been filed with the Securities and Exchange Commission (SEC)
 and is legally a part of this prospectus. Pruco Life also files other reports
 with the SEC. All of these filings can be reviewed and copied at the SEC's
 offices, and can also be obtained from the SEC's Public Reference Section, 100
 F Street, N.E., Washington, D.C. 20549. (See SEC file numbers 333-75702 and
 333-103474.) You may obtain information on the operation of the Public
 Reference Room by calling the SEC at (202) 551-8090. The SEC also maintains a
 Web site (http://www.sec.gov) that contains the Strategic Partners FlexElite
 SAI, material incorporated by reference, and other information regarding
 registrants that file electronically with the SEC. The Table of Contents of
 the SAI is set forth in Section 11 of this prospectus.


 For a free copy of the SAI, call us at (888) PRU-2888, or write to us at
 Prudential Annuity Service Center, P.O. Box 7960, Philadelphia, PA 19176.

 You may elect before your 3/rd/ and 6/th/ contract anniversaries to have a
 credit added to your contract value. If you make a credit election, your
 charges may be higher than if you had not made the election and they could
 exceed your credit amount if you make a withdrawal within 3 years of your
 election.

 The SEC has not determined that this contract is a good investment, nor has
 the sec determined that this Prospectus is complete or accurate. It is a
 criminal offense to state otherwise. Investment in a variable annuity contract
 is subject to risk, including the possible loss of your money. An investment
 in Strategic Partners FlexElite is not a bank deposit and is not insured by
 the Federal Deposit Insurance Corporation or any other government agency.



                                                                                       
 Strategic Partners/SM/ is a service mark of The Prudential Insurance Company of America  ORD01091






 The Prudential Series Fund


   Jennison Portfolio

   Equity Portfolio
   Global Portfolio
   Money Market Portfolio
   Stock Index Portfolio
   Value Portfolio
   SP Aggressive Growth Asset Allocation Portfolio
   SP Balanced Asset Allocation Portfolio
   SP Conservative Asset Allocation Portfolio
   SP Growth Asset Allocation Portfolio

   SP AIM Core Equity Portfolio
   SP Davis Value Portfolio

   SP International Growth Portfolio
   SP International Value Portfolio

   SP Mid Cap Growth Portfolio
   SP PIMCO High Yield Portfolio
   SP PIMCO Total Return Portfolio
   SP Prudential U.S. Emerging Growth Portfolio
   SP Small Cap Growth Portfolio
   SP Small-Cap Value Portfolio
   SP Strategic Partners Focused Growth Portfolio
   SP T. Rowe Price Large-Cap Growth Portfolio


 Advanced Series Trust

   AST Advanced Strategies Portfolio
   AST Aggressive Asset Allocation Portfolio
   AST AllianceBernstein Core Value Portfolio
   AST AllianceBernstein Growth & Income Portfolio
   AST AllianceBernstein Managed Index 500 Portfolio
   AST American Century Income & Growth Portfolio

   AST American Century Strategic Allocation Portfolio

   AST Balanced Asset Allocation Portfolio
   AST Capital Growth Asset Allocation Portfolio
   AST Cohen & Steers Realty Portfolio
   AST Conservative Asset Allocation Portfolio
   AST DeAM Large-Cap Value Portfolio


   AST DeAM Small-Cap Value Portfolio
   AST Federated Aggressive Growth Portfolio
   AST First Trust Balanced Target Portfolio
   AST First Trust Capital Appreciation Target Portfolio

   AST UBS Dynamic Alpha Portfolio

   AST Goldman Sachs Concentrated Growth Portfolio
   AST Goldman Sachs Mid-Cap Growth Portfolio
   AST High Yield Portfolio
   AST JPMorgan International Equity Portfolio
   AST Large-Cap Value Portfolio
   AST Lord Abbett Bond-Debenture Portfolio
   AST Marsico Capital Growth Portfolio
   AST MFS Global Equity Portfolio
   AST MFS Growth Portfolio
   AST Mid Cap Value Portfolio
   AST Neuberger Berman Mid-Cap Growth Portfolio
   AST Neuberger Berman Mid-Cap Value Portfolio

   AST Neuberger Berman Small-Cap Growth Portfolio

   AST PIMCO Limited Maturity Bond Portfolio
   AST Preservation Asset Allocation Portfolio
   AST Small-Cap Value Portfolio
   AST T. Rowe Price Asset Allocation Portfolio
   AST T. Rowe Price Global Bond Portfolio
   AST T. Rowe Price Natural Resources Portfolio

 Gartmore Variable Insurance Trust
   GVIT Developing Markets Fund

 Janus Aspen Series
   Large Cap Growth Portfolio -- Service Shares



                                   CONTENTS



                                                                                       
PART I: STRATEGIC PARTNERS FLEXELITE PROSPECTUS SUMMARY..................................  5
 GLOSSARY................................................................................  6
 SUMMARY................................................................................. 11
 RISK FACTORS............................................................................ 15
 SUMMARY OF CONTRACT EXPENSES............................................................ 16
 EXPENSE EXAMPLES........................................................................ 21

PART II: STRATEGIC PARTNERS FLEXELITE PROSPECTUS SECTIONS 1 - 11......................... 24

 SECTION 1: WHAT IS THE STRATEGIC PARTNERS FLEXELITE VARIABLE ANNUITY?................... 25
   SHORT TERM CANCELLATION RIGHT OR "FREE LOOK".......................................... 25

 SECTION 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?........................................ 25
   VARIABLE INVESTMENT OPTIONS........................................................... 26
   FIXED INTEREST RATE OPTIONS........................................................... 37
   MARKET VALUE ADJUSTMENT OPTION........................................................ 38
   TRANSFERS AMONG OPTIONS............................................................... 39
   ADDITIONAL TRANSFER RESTRICTIONS...................................................... 40
   DOLLAR COST AVERAGING................................................................. 41
   ASSET ALLOCATION PROGRAM.............................................................. 41
   AUTO-REBALANCING...................................................................... 41
   SCHEDULED TRANSACTIONS................................................................ 42
   VOTING RIGHTS......................................................................... 42
   SUBSTITUTION.......................................................................... 42

 SECTION 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE? (ANNUITIZATION) 42
   PAYMENT PROVISIONS.................................................................... 42
   PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT...................... 43
     OPTION 1: ANNUITY PAYMENTS FOR A FIXED PERIOD....................................... 43
     OPTION 2: LIFE INCOME ANNUITY OPTION................................................ 43
     OPTION 3: INTEREST PAYMENT OPTION................................................... 43
     OTHER ANNUITY OPTIONS............................................................... 43
   TAX CONSIDERATIONS.................................................................... 43
   GUARANTEED MINIMUM INCOME BENEFIT..................................................... 43
     GMIB ROLL-UP........................................................................ 44
     GMIB OPTION 1 - SINGLE LIFE PAYOUT OPTION........................................... 46
     GMIB OPTION 2 - JOINT LIFE PAYOUT OPTION............................................ 46
   HOW WE DETERMINE ANNUITY PAYMENTS..................................................... 46

 SECTION 4: WHAT IS THE DEATH BENEFIT?................................................... 47
   BENEFICIARY........................................................................... 47
   CALCULATION OF THE DEATH BENEFIT...................................................... 47
   GUARANTEED MINIMUM DEATH BENEFIT...................................................... 48
     GMDB ROLL-UP........................................................................ 48
     GMDB STEP-UP........................................................................ 49
   HIGHEST DAILY VALUE DEATH BENEFIT..................................................... 49
   CALCULATION OF THE HIGHEST DAILY VALUE DEATH BENEFIT.................................. 50
   PAYOUT OPTIONS........................................................................ 51
   BENEFICIARY CONTINUATION OPTION....................................................... 53
   EARNINGS APPRECIATOR BENEFIT.......................................................... 53
   SPOUSAL CONTINUANCE BENEFIT........................................................... 54

 SECTION 5: WHAT IS THE LIFETIME FIVE/SM/ INCOME BENEFIT?................................ 56
   LIFETIME FIVE INCOME BENEFIT.......................................................... 56
   SPOUSAL LIFETIME FIVE INCOME BENEFIT.................................................. 62
   HIGHEST DAILY LIFETIME FIVE BENEFIT................................................... 65



                                      3





                                                                                   
 SECTION 6: WHAT IS THE INCOME APPRECIATOR BENEFIT?..................................  71
   INCOME APPRECIATOR BENEFIT........................................................  71
   CALCULATION OF THE INCOME APPRECIATOR BENEFIT.....................................  72
   INCOME APPRECIATOR BENEFIT OPTIONS DURING THE ACCUMULATION PHASE..................  73

 SECTION 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS FLEXELITE CONTRACT?..............  74
   PURCHASE PAYMENTS.................................................................  74
   ALLOCATION OF PURCHASE PAYMENTS...................................................  75
   CREDIT ELECTION...................................................................  75
   CALCULATING CONTRACT VALUE........................................................  75

 SECTION 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS FLEXELITE
   CONTRACT?.........................................................................  76
   INSURANCE AND ADMINISTRATIVE CHARGES..............................................  76
   WITHDRAWAL CHARGE.................................................................  77
   WAIVER OF WITHDRAWAL CHARGE FOR CRITICAL CARE.....................................  78
   REQUIRED MINIMUM DISTRIBUTION.....................................................  78
   CONTRACT MAINTENANCE CHARGE.......................................................  78
   GUARANTEED MINIMUM INCOME BENEFIT CHARGE..........................................  78
   INCOME APPRECIATOR BENEFIT CHARGE.................................................  79
   EARNINGS APPRECIATOR BENEFIT CHARGE...............................................  79
   BENEFICIARY CONTINUATION OPTION CHARGES...........................................  80
   TAXES ATTRIBUTABLE TO PREMIUM.....................................................  80
   TRANSFER FEE......................................................................  80
   COMPANY TAXES.....................................................................  80
   UNDERLYING MUTUAL FUND FEES.......................................................  81

 SECTION 9: HOW CAN I ACCESS MY MONEY?...............................................  81
   WITHDRAWALS DURING THE ACCUMULATION PHASE.........................................  81
   AUTOMATED WITHDRAWALS.............................................................  81
   SUSPENSION OF PAYMENTS OR TRANSFERS...............................................  81

 SECTION 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
   FLEXELITE CONTRACT?...............................................................  82
   CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT PLANS).  82
   CONTRACTS HELD BY TAX FAVORED PLANS...............................................  85

 SECTION 11: OTHER INFORMATION.......................................................  88
   PRUCO LIFE INSURANCE COMPANY......................................................  88
   THE SEPARATE ACCOUNT..............................................................  89
   SALE AND DISTRIBUTION OF THE CONTRACT.............................................  89
   LITIGATION........................................................................  90
   ASSIGNMENT........................................................................  90
   FINANCIAL STATEMENTS..............................................................  90
   STATEMENT OF ADDITIONAL INFORMATION...............................................  91
   HOUSEHOLDING......................................................................  91
   MARKET-VALUE ADJUSTMENT FORMULA...................................................  91

APPENDIX A - ACCUMULATION UNIT VALUES................................................ A-1

APPENDIX B - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU..................... B-1

APPENDIX C - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE BENEFIT........ C-1



                                      4



  PART I SUMMARY
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS FLEXELITE PROSPECTUS

                                      5



            PART I: STRATEGIC PARTNERS FLEXELITE PROSPECTUS SUMMARY

 GLOSSARY

 We have tried to make this Prospectus as easy to read and understand as
 possible. By the nature of the contract, however, certain technical words or
 terms are unavoidable. We have identified the following as some of these words
 or terms.

 Accumulation Phase
 The period that begins with the contract date (which we define below) and ends
 when you start receiving income payments, or earlier if the contract is
 terminated through a full withdrawal or payment of a death benefit.

 Adjusted Contract Value
 When you begin receiving income payments, the value of your contract adjusted
 for any market value adjustment minus any charge we impose for premium taxes,
 withdrawal charge and credit election withdrawal charge.

 Adjusted Purchase Payment
 Your invested purchase payment is adjusted for any subsequent withdrawals. The
 adjusted purchase payment is used only for calculations of the Earnings
 Appreciator Benefit.

 Annual Income Amount

 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as the annuitant lives. For the Highest Daily
 Lifetime Five Benefit only, we refer to an amount that you can withdraw each
 year as long as the annuitant lives as the "Total Annual Income Amount." Under
 the Spousal Lifetime Five Income Benefit, the annual income amount is paid
 until the later death of two natural persons who are each other's spouses at
 the time of election and at the first death of one of them.


 Annual Withdrawal Amount
 Under the terms of the Lifetime Five Income Benefit, an amount that you can
 withdraw each year as long as there is Protected Withdrawal Value remaining.
 The Annual Withdrawal Amount is set initially to equal 7% of the initial
 Protected Withdrawal Value, but will be adjusted to reflect subsequent
 purchase payments, withdrawals, and any step-up.

 Annuitant

 The person whose life determines the amount of income payments that we will
 make. Except as indicated below, if the annuitant dies before the annuity
 date, the co-annuitant (if any) becomes the annuitant if the contract's
 requirements for changing the annuity date are met. If, upon the death of the
 annuitant, there is no surviving eligible co-annuitant, and the owner is not
 the annuitant, then the owner becomes the annuitant.

 Generally, if an annuity is owned by an entity and the entity has named a
 co-annuitant, the co-annuitant will become the annuitant upon the death of the
 annuitant, and no death benefit is payable. If a Custodial Account elects to
 receive the Death Benefit the Contract Value as of the date of due proof of
 death of the annuitant will reflect the amount that would have been payable
 had a death benefit been paid. Unless we agree otherwise, the contract is
 eligible to have a co-annuitant designation only if the entity that owns the
 contract is (1) a plan described in Internal Revenue Code
 Section 72(s)(5)(A)(i) (or any successor Code section thereto); (2) an entity
 described in Code Section 72(u)(1) (or any successor Code section thereto); or
 (3) a custodial account established pursuant to the provisions in Code
 Section 408(a) (or any successor Code section thereto) ("Custodial Account").

 Where the contract is held by a Custodial Account, the co-annuitant will not
 automatically become the annuitant upon the death of the annuitant. Upon the
 death of the annuitant, the Custodial Account will have the choice, subject to
 our rules, to either elect to receive the death benefit or elect to continue
 the contract.


 Annuity Date
 The date when income payments are scheduled to begin. You must have our
 permission to change the annuity date. If the co-annuitant becomes the
 annuitant due to the death of the annuitant, and the co-annuitant is older
 than the annuitant, then the annuity date will be based on the age of the
 co-annuitant, provided that the contract's requirements for changing the
 annuity date are met (e.g., the co-annuitant cannot be older than a specified
 age). If the co-annuitant is younger than the annuitant, then the annuity date
 will remain unchanged.

 Beneficiary
 The person(s) or entity you have chosen to receive a death benefit.


 Benefit Fixed Rate Account
 An investment option offered as part of this contract that is used only if you
 have elected the optional Highest Daily Lifetime Five Benefit. Amounts
 allocated to the Benefit Fixed Rate Account earn a fixed rate of interest, and
 are held within our general account.


                                      6




 You may not allocate purchase payments to the Benefit Fixed Rate Account.
 Rather, Contract Value is transferred to the Benefit Fixed Rate Account only
 under the asset transfer feature of the Highest Daily Lifetime Five Benefit.


 Business Day
 A day on which the New York Stock Exchange is open for business. Our business
 day generally ends at 4:00 p.m. Eastern time.

 Co-Annuitant

 The person shown on the contract data pages who becomes the annuitant (if
 eligible) upon the death of the annuitant if the contract's requirement for
 changing the annuity date are met.


 Contract Date
 The date we accept your initial purchase payment and all necessary paperwork
 in good order at the Prudential Annuity Service Center. Contract anniversaries
 are measured from the contract date. A contract year starts on the contract
 date or on a contract anniversary.

 Contract Owner, Owner or You
 The person entitled to the ownership rights under the contract.

 Contract Value

 This is the total value of your contract, equal to the sum of the values of
 your investment in each investment option you have chosen. Your Contract Value
 will go up or down based on the performance of the investment options you
 choose.


 Credit

 The amount we add to your Contract Value if you make a credit election.


 Credit Election

 Your election to have a credit added to your Contract Value. At least 30
 calendar days prior to your 3/rd/ and 6/th/ contract anniversaries, we will
 notify you of your option to make a credit election. We will give you notice
 only if the credit election is available under your contract and you have not
 previously declined to receive a credit. We must receive the credit election
 in good order no later than the applicable contract anniversary.


 Daily Value

 For purposes of the Highest Daily Value Death Benefit, which we describe
 below, the Contract Value as of the end of each business day. The Daily Value
 on the contract date is equal to your purchase payment.


 Death Benefit
 If a death benefit is payable, the beneficiary you designate will receive, at
 a minimum, the total invested purchase payments, reduced proportionally by
 withdrawals, or a potentially greater amount related to market appreciation.
 The Guaranteed Minimum Death Benefit, or Highest Daily Value Death Benefit, is
 available for an additional charge. See Section 4, "What Is The Death Benefit?"

 Death Benefit Target Date
 With respect to the Highest Daily Value Death Benefit, the later of the
 contract anniversary on or after the 80/th/ birthday of the current contract
 owner the older of either joint owner or (if owned by an entity) the
 annuitant, or five years after the contract date.

 Designated Life
 For purposes of the Spousal Lifetime Five Income Benefit, a Designated Life
 refers to each of two natural persons who are each other's spouses at the time
 of election of the Spousal Lifetime Five Income Benefit and at the first death
 of one of them.

 Dollar Cost Averaging Fixed Rate Option (DCA Fixed Rate Option)
 An investment option that offers a fixed rate of interest for a selected
 period during which periodic transfers are automatically made to selected
 variable investment options or to the one-year fixed interest rate option.

 Earnings Appreciator Benefit (EAB)
 An optional feature available for an additional charge that may provide a
 supplemental death benefit based on earnings under the contract.

                                      7



 GLOSSARY continued


 Excess Income/Excess Withdrawal

 Under the Lifetime Five Income Benefit, Spousal Lifetime Five Income Benefit,
 and Highest Daily Lifetime Five Benefit, Excess Income refers to cumulative
 withdrawals that exceed the Annual Income Amount (the Total Annual Income
 Amount, for Highest Daily Lifetime Five only). Under the Lifetime Five Income
 Benefit, Excess Withdrawal refers to cumulative withdrawals that exceed the
 Annual Withdrawal Amount.


 Fixed Interest Rate Options
 Investment options that offer a fixed rate of interest for either a one-year
 period (fixed rate option) or a selected period during which periodic
 transfers are made to selected variable investment options or to the one-year
 fixed rate option.

 Good Order
 An instruction received at the Prudential Annuity Service Center, utilizing
 such forms, signatures and dating as we require, which is sufficiently clear
 that we do not need to exercise any discretion to follow such instructions.

 Guarantee Period
 A period of time during which your invested purchase payment in the market
 value adjustment option earns interest at the declared rate. We may offer one
 or more guarantee periods.

 Guaranteed Minimum Death Benefit (GMDB)
 An optional feature available for an additional charge that guarantees that
 the death benefit that the beneficiary receives will be no less than a certain
 GMDB protected value. The GMDB is a different death benefit than the Highest
 Daily Value Death Benefit, which we describe below.

 GMDB Protected Value
 The amount guaranteed under the Guaranteed Minimum Death Benefit, which may
 equal the GMDB roll-up value, the GMDB step-up value, or the greater of the
 two. The GMDB protected value will be subject to certain age restrictions and
 time durations, however, it will still increase by subsequent invested
 purchase payments and reduce proportionally by withdrawals.

 GMDB Roll-Up
 We use the GMDB roll-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. The GMDB roll-up is equal to the invested
 purchase payments compounded daily at an effective annual interest rate
 starting on the date that each invested purchase payment is made, subject to a
 cap (for certain contracts), and reduced by the effect of withdrawals.

 GMDB Step-Up

 We use the GMDB step-up value to compute the GMDB protected value of the
 Guaranteed Minimum Death Benefit. Generally speaking, the GMDB step-up
 establishes a "high water mark" of protected value that we would pay upon
 death, even if the Contract Value has declined. For example, if the GMDB
 step-up were set at $100,000 on a contract anniversary, and the Contract Value
 subsequently declined to $80,000 on the date of death, the GMDB step-up value
 would nonetheless remain $100,000 (assuming no additional purchase payments or
 withdrawals).


 Guaranteed Minimum Income Benefit (GMIB)
 An optional feature available for an additional charge that guarantees that
 the income payments you receive during the income phase will be no less than a
 certain GMIB protected value applied to the GMIB guaranteed annuity purchase
 rates.

 GMIB Protected Value
 We use the GMIB protected value to calculate annuity payments should you
 annuitize under the Guaranteed Minimum Income Benefit.

 The value is calculated daily and is equal to the GMIB roll-up, until the GMIB
 roll-up either reaches its cap or if we stop applying the annual interest rate
 based on the age of the annuitant, number of contract anniversaries or number
 of years since last GMIB reset. At such point, the GMIB protected value will
 be increased by any subsequent invested purchase payments, and any withdrawals
 will proportionally reduce the GMIB protected value. The GMIB protected value
 is not available as a cash surrender benefit or a death benefit, nor is it
 used to calculate the cash surrender value or death benefit.

 GMIB Reset

 You may elect to "step-up" or "reset" your GMIB protected value if your
 Contract Value is greater than the current GMIB protected value. Upon exercise
 of the reset provision, your GMIB protected value will be reset to equal your
 current Contract Value. You are limited to two resets over the life of your
 contract, provided that certain annuitant age requirements are met.


                                      8



 GMIB Roll-Up

 We will use the GMIB roll-up value to compute the GMIB protected value of the
 Guaranteed Minimum Income Benefit. The GMIB roll-up is equal to the invested
 purchase payments (after a reset, the Contract Value at the time of the reset)
 compounded daily at an effective annual interest rate starting on the date
 each invested purchase payment is made, subject to a cap, and reduced
 proportionally by withdrawals.

 Highest Daily Lifetime Five Benefit
 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of a principal value called
 the Protected Withdrawal Value. Subject to our rules regarding the timing and
 amount of withdrawals, we guarantee these withdrawal amounts, regardless of
 the impact of market performance on your Contract Value.


 Highest Daily Value Death Benefit

 An optional death benefit available for an additional charge that can provide
 a death benefit that exceeds the Contract Value on the date of death. The
 amount of the death benefit is determined with reference to the Highest Daily
 Value, as defined below.


 Income Appreciator Benefit (IAB)
 An optional feature that may be available for an additional charge that
 provides a supplemental living benefit based on earnings under the contract.

 IAB Automatic Withdrawal Payment Program

 A series of payments consisting of a portion of your Contract Value and Income
 Appreciator Benefit paid to you in equal installments over a 10 year period,
 which you may choose, if you elect to receive the Income Appreciator Benefit
 during the accumulation phase.


 IAB Credit

 An amount we add to your Contract Value that is credited in equal installments
 over a 10 year period, which you may choose, if you elect to receive the
 Income Appreciator Benefit during the accumulation phase.


 Income Options
 Options under the contract that define the frequency and duration of income
 payments. In your contract, we also refer to these as payout or annuity
 options.

 Income Phase
 The period during which you receive income payments under the contract.

 Invested Purchase Payments
 Your purchase payments (which we define below) less any deduction we make for
 any tax charge.

 Joint Owner
 The person named as the joint owner, who shares ownership rights with the
 owner as defined in the contract. A joint owner must be a natural person.

 Lifetime Five Income Benefit

 An optional feature available for an additional charge that guarantees your
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. There are two options - one is designed to
 provide annual withdrawal amount for life and the other is designed to provide
 a greater annual withdrawal amount (than the first option) as long as there is
 Protected Withdrawal Value. We also offer a variant of the Lifetime Five
 Income Benefit to certain spousal owners - see "Spousal Lifetime Five Income
 Benefit."


 Market Value Adjustment

 An adjustment to your Contract Value or withdrawal proceeds that is based on
 the relationship between interest you are currently earning within the market
 value adjustment option and prevailing interest rates. This adjustment may be
 positive or negative.


 Market Value Adjustment Option
 An investment option for contracts sold on or after May 1, 2003, or upon
 subsequent state approval. This investment option may offer various guarantee
 periods and pays a fixed rate of interest with respect to each guarantee
 period. We impose a market value adjustment on withdrawals that you make from
 this option prior to the end of its guarantee period.

                                      9



 GLOSSARY continued


 Net Purchase Payments
 Your total purchase payments less any withdrawals you have made.

 Proportional Withdrawals

 A method that involves calculating the percentage of your Contract Value that
 each prior withdrawal represented when withdrawn. In general, proportional
 withdrawals result in a reduction to the applicable benefit value by reducing
 such value in the same proportion as the Contract Value was reduced by the
 withdrawal as of the date the withdrawal occurred.

 Protected Withdrawal Value
 Under the Lifetime Five Income Benefit, the Spousal Lifetime Five Income
 Benefit, and the Highest Daily Lifetime Five Benefit, an amount that we
 guarantee regardless of the investment performance of your Contract Value. For
 the Highest Daily Lifetime Five Benefit only, we also refer to an amount that
 we guarantee regardless of the investment performance of your Contract Value
 as the "Total Protected Withdrawal Value." As discussed in Section 5,
 Protected Withdrawal Value is determined one way with respect to the Lifetime
 Five Income Benefit and the Spousal Lifetime Five Income Benefit, and another
 way for the Highest Daily Lifetime Five Benefit.


 Prudential Annuity Service Center
 For general correspondence: P.O. Box 7960, Philadelphia, PA, 19176. For
 express overnight mail: 2101 Welsh Road, Dresher, PA 19025. The phone number
 is (888) PRU-2888. Prudential's Web site is www.prudential.com.

 Purchase Payments
 The amount of money you pay us to purchase the contract. Generally, you can
 make additional purchase payments at any time during the accumulation phase.

 Separate Account
 Purchase payments allocated to the variable investment options are held by us
 in a separate account called the Pruco Life Flexible Premium Variable Annuity
 Account. The separate account is set apart from all of the general assets of
 Pruco Life.

 Spousal Lifetime Five Income Benefit

 An optional feature available for an additional charge that guarantees the
 ability to withdraw amounts equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on the Contract Value, subject to our rules regarding the
 timing and amount of withdrawals. Under the Spousal Lifetime Five Income
 Benefit, an annual income amount is paid until the later death of two natural
 persons who are each other's spouses at the time of election and at the first
 death of one of them.


 Statement of Additional Information
 A document containing certain additional information about the Strategic
 Partners FlexElite variable annuity. We have filed the Statement of Additional
 Information with the Securities and Exchange Commission and it is legally a
 part of this prospectus. To learn how to obtain a copy of the Statement of
 Additional Information, see the front cover of this prospectus.

 Tax Deferral
 This is a way to increase your assets without currently being taxed.
 Generally, you do not pay taxes on your contract earnings until you take money
 out of your contract. You should be aware that tax favored plans (such as
 IRAs) already provide tax deferral regardless of whether they invest in
 annuity contracts. See Section 10, "What Are The Tax Considerations Associated
 With The Strategic Partners FlexElite Contract?"

 Variable Investment Option
 When you choose a variable investment option, we purchase shares of the
 underlying mutual fund that are held as an investment for that option. We hold
 these shares in the separate account. The division of the separate account of
 Pruco Life that invests in a particular mutual fund is referred to in your
 contract as a subaccount.

                                      10



 SUMMARY FOR SECTIONS 1-11

 For a more complete discussion of the following topics, see the corresponding
 section in
 Part II of the prospectus.

 SECTION 1
 What Is The Strategic Partners Flexelite Variable Annuity?
 The Strategic Partners FlexElite Variable Annuity is a contract between you,
 the owner, and us, the insurance company, Pruco Life Insurance Company (Pruco
 Life, we or us). The contract allows you to invest on a tax-deferred basis in
 variable investment options, fixed interest rate options, and the market value
 adjustment option. The contract is intended for retirement savings or other
 long-term investment purposes and provides for a death benefit.

 The variable investment options available under the contract offer the
 opportunity for a favorable return. However, this is NOT guaranteed. It is
 possible, due to market changes, that your investments may decrease in value,
 including an investment in Prudential Money Market Portfolio variable
 investment option.

 The fixed interest rate options offer a guaranteed interest rate. While your
 money is allocated to one of these options, your principal amount will not
 decrease and we guarantee that your money will earn at least a minimum
 interest rate annually.

 Under the market value adjustment option, while your money remains in the
 contract for the full guarantee period, your principal amount is guaranteed to
 be at least the minimum interest rate dictated by applicable state law.

 You may make up to 12 free transfers each contract year among the investment
 options. Certain restrictions apply to transfers involving the fixed interest
 rate options.

 The contract, like all deferred annuity contracts, has two phases: the
 accumulation phase and the income phase.

..   During the accumulation phase, any earnings grow on a tax-deferred basis
    and are generally only taxed as income when you make a withdrawal.
..   The income phase starts when you begin receiving regular payments from your
    contract.

 The amount of money you are able to accumulate in your contract during the
 accumulation phase will help determine the amount you will receive during the
 income phase. Other factors will affect the amount of your payments such as
 age, gender and the payout option you select.

 The contract offers a choice of income and death benefit options, which may
 also be available to you.

 There are certain state variations to this contract that are referred to in
 this prospectus. Please see your contract for further information on these and
 other variations.

 We may amend the contract as permitted by law. For example, we may add new
 features to the contract. Subject to applicable law, we determine whether or
 not to make such contract amendments available to contracts that already have
 been issued.

 If you change your mind about owning Strategic Partners FlexElite, you may
 cancel your contract within 10 days after receiving it (or whatever time
 period is required under applicable law). This time period is referred to as
 the "Free Look" period.

 SECTION 2
 What Investment Options Can I Choose?
 You can invest your money in several variable investment options. The variable
 investment options are classified according to their investment style, and a
 brief description of each portfolio's investment objective and key policies is
 set forth in Section 2, to assist you in determining which portfolios may be
 of interest to you.

 Depending upon market conditions, you may earn or lose money in any of these
 options. The value of your contract will fluctuate depending upon the
 performance of the underlying mutual fund portfolios used by the variable
 investment options that you choose. Past performance is not a guarantee of
 future results.

 You may also allocate your money to fixed interest rate options or in a market
 value adjustment option.

                                      11



 SUMMARY FOR SECTIONS 1-11 continued


 SECTION 3
 What Kind Of Payments Will I Receive During The Income Phase? (Annuitization)
 If you want to receive regular income from your annuity, you can choose one of
 several options, including guaranteed payments for the annuitant's lifetime.
 Generally, once you begin receiving regular payments, you cannot change your
 payment plan.

 For an additional fee, you may also choose, if it is available under your
 contract, the Guaranteed Minimum Income Benefit (GMIB). The Guaranteed Minimum
 Income Benefit provides that once the income period begins, your income
 payments will be no less than a value that is based on a certain "GMIB
 protected value" applied to the GMIB guaranteed annuity purchase rates. See
 Section 3, "What Kind Of Payments Will I Receive During The Income Phase?"


 The Lifetime Five Income Benefit, the Spousal Lifetime Five Income Benefit and
 Highest Daily Lifetime Five Benefit (discussed in Section 5) and the Income
 Appreciator Benefit (discussed in Section 6) each may provide an additional
 amount upon which your annuity payments are based.


 SECTION 4
 What Is The Death Benefit?

 For contracts sold on or after May 1, 2003, or upon subsequent state approval,
 in general, if the sole owner or first to die of the owner and joint owner
 dies before the income phase of the contract begins, the person(s) or entity
 that you have chosen as your beneficiary will receive at a minimum, the
 greater of (i) the Contract Value, (ii) either the base death benefit or, for
 a higher insurance charge, a potentially larger Guaranteed Minimum Death
 Benefit (GMDB), or Highest Daily Value Death Benefit.


 The base death benefit equals the total invested purchase payments reduced
 proportionally by withdrawals. The Guaranteed Minimum Death Benefit is equal
 to a "GMDB protected value" that depends upon which of the following
 Guaranteed Minimum Death Benefit options you choose:

..   the highest value of the contract on any contract anniversary, which we
    call the "GMDB step-up value";
..   the total amount you invest increased by a guaranteed rate of return, which
    we call the "GMDB roll-up value"; or
..   the greater of the GMDB step-up value and GMDB roll-up value.

 The Highest Daily Value Death Benefit provides a death benefit equal to the
 greater of the base death benefit or the highest daily value less proportional
 withdrawals.

 For all other contracts, the Death Benefit Options are more limited, and the
 Death Benefit will be paid upon the Death of the sole owner or if Spousal
 Joint Owners, the last Surviving Owner.

 On the date we receive proof of death in good order, in lieu of paying a death
 benefit, we will allow the surviving spouse to continue the contract by
 exercising the Spousal Continuance Benefit, if the conditions that we
 describe, in Section 4, below are met.

 For an additional fee, you may also choose, if it is available under your
 contract, the Earnings Appreciator supplemental death benefit, which provides
 a benefit payment upon the death of the sole owner, or first to die of the
 owner or joint owner, during the accumulation period.

 SECTION 5
 What Is The Lifetime Five/SM/ Income Benefit?

 The Lifetime Five Income Benefit is an optional feature that guarantees your
 ability to withdraw an amount equal to a percentage of an initial principal
 value (called the "Protected Withdrawal Value"), regardless of the impact of
 market performance on your Contract Value, subject to our rules regarding the
 timing and amounts of withdrawals. There are two options--one is designed to
 provide an annual withdrawal amount for life (the "Life Income Benefit"), and
 the other is designed to provide a greater annual withdrawal amount (than the
 first option), as long as there is Protected Withdrawal Value (adjusted, as
 described in Section 5) (the "Withdrawal Benefit"). The annuitant must be at
 least 45 years old when the Lifetime Five Income Benefit is elected.

 The charge for the Lifetime Five Income Benefit is a daily fee equal on an
 annual basis to 0.60% of the Contract Value allocated to the variable
 investment options. This charge is in addition to the charge for the
 applicable death benefit.


 In addition to the Lifetime Five Income Benefit, we offer a benefit called the
 Spousal Lifetime Five Income Benefit. The Spousal Lifetime Five Income Benefit
 is similar to the Lifetime Five Income Benefit, except that it is offered only
 to those who are each other's spouses at the time the benefit is elected, and
 the benefit offers only a Life Income Benefit (not the Withdrawal Benefit).

                                      12




 The charge for the Spousal Lifetime Five Income Benefit is a daily fee equal
 on an annual basis to 0.75% of the Contract Value allocated to the variable
 investment options. The charge is in addition to the charge for the applicable
 death benefit.

 Finally, we offer a benefit called the Highest Daily Lifetime Five Benefit.
 Highest Daily Lifetime Five is similar to our Lifetime Five and Spousal
 Lifetime Five benefits, in that under each such benefit, there is a "protected
 withdrawal value" that serves as the basis for withdrawals you can make (which
 we refer to as the "Total Protected Withdrawal Value"). As we discuss in more
 detail later, we guarantee this Total Protected Withdrawal Value, even if your
 Contract Value declines. Thus, as a participant in Highest Daily Lifetime
 Five, you are assured of a certain amount that you can withdraw, even if there
 is a significant decline in your Contract Value. Highest Daily Lifetime Five
 Benefit differs from Lifetime Five and Spousal Lifetime Five in that (a) the
 determination of your Total Protected Withdrawal Value is based, in part, on
 the highest daily Contract Value and (b) we require you to participate in an
 asset transfer program, under which your Contract Value may be transferred
 periodically between the variable investment options and the Benefit Fixed
 Rate Account (which is part of our general account). We operate the asset
 transfer program under a formula, which is described in the portion of
 Section 5 concerning the Highest Daily Lifetime Five Benefit. In addition, in
 Appendix C, we set out the formula itself. As discussed in Section 5, when you
 elect Highest Daily Lifetime Five, the asset transfer formula is made a part
 of your annuity contract, and thus may not be altered thereafter. However, we
 do reserve the right to amend the formula for new-issued annuity contracts
 that elect Highest Daily Lifetime Five and for existing contracts that elect
 the benefit in the future. As we discuss in more detail later in this
 prospectus, this required asset transfer program helps us manage our financial
 exposure under Highest Daily Lifetime Five, by moving assets out of the
 variable investment options in the event of securities market declines. In
 essence, we seek to preserve the value of these assets, by transferring them
 to a more stable account. Of course, the formula also contemplates the
 transfer of assets from the Benefit Fixed Rate Account to the variable
 investment options in certain other scenarios.


 SECTION 6
 What Is The Income Appreciator Benefit?
 The Income Appreciator Benefit is an optional benefit, available for an
 additional charge, that provides an additional income amount during the
 accumulation period or upon annuitization. The Income Appreciator Benefit is
 designed to provide you with additional funds that can be used to help defray
 the impact taxes may have on distributions from your contract. You can
 activate this benefit in one of three ways, as described in Section 6. Note,
 however, that the annuitization options within this benefit are limited.

 SECTION 7
 How Can I Purchase A Strategic Partners Flexelite Contract?
 You can purchase this contract, unless we agree otherwise and subject to our
 rules, with a minimum initial purchase payment of $10,000. You must get our
 prior approval for any initial and additional purchase payment of $1,000,000
 or more, unless we are prohibited under applicable state law from insisting on
 such prior approval. Generally, you can make additional purchase payments of
 $500 ($100 if made through electronic funds transfer) or more at any time
 during the accumulation phase of the contract. Your representative can help
 you fill out the proper forms.

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger on the contract date. In
 addition, certain age limits apply to certain features and benefits described
 herein.

 SECTION 8
 What Are The Expenses Associated With The Strategic Partners Flexelite
 Contract?
 The contract has insurance features and investment features, both of which
 have related costs and charges.


..   Each year (or upon full surrender) we deduct a contract maintenance charge
    if your Contract Value is less than $100,000. This charge is currently
    equal to the lesser of $50 or 2% of your Contract Value. We do not impose
    the contract maintenance charge if your Contract Value is $50,000 or more.
    We may impose lesser charges in certain states.

..   For insurance and administrative costs, we also deduct a daily charge based
    on the average daily value of all assets allocated to the variable
    investment options, depending on the death benefit (or other) option that
    you choose. The daily cost is equivalent to an annual charge as follows:

    -- 1.65% if you choose the base death benefit,
    -- 1.90% if you choose either the roll-up or the step-up Guaranteed Minimum
       Death Benefit option (i.e., 0.25% in addition to the base death benefit
       charge),
    -- 2.00% if you choose the greater of the roll-up and step-up Guaranteed
       Minimum Death Benefit option (i.e., 0.35% in addition to the base death
       benefit charge),
    -- 2.15% if you choose the Highest Daily Value Death Benefit (i.e., 0.50%
       in addition to the base death benefit charge),

    -- 0.60% if you choose the Lifetime Five Income Benefit (1.50% maximum
       charge). This charge is in addition to the charge for the applicable
       death benefit,


                                      13



 SUMMARY FOR SECTIONS 1-11 continued


    -- 0.60% if you choose the Highest Daily Lifetime Five Benefit (1.50%
       maximum charge). This charge is in addition to the charge for the
       applicable death benefit, or
    -- 0.75% if you choose the Spousal Lifetime Five Income Benefit (1.50%
       maximum charge). This charge is in addition to the charge for the
       applicable death benefit, or


 The 1.65%, 1.90%, and 2.00% charges referenced immediately above apply to any
 Strategic Partners FlexElite contract sold on or after May 1, 2003, or upon
 subsequent state approval.


 For all other contracts, those charges are 1.60%, 1.80%, and 1.90%,
 respectively. We reserve the right to impose an additional insurance charge of
 0.10% annually of average Contract Value for contracts issued to those aged 76
 or older.


 The Highest Daily Value Death Benefit is available only with respect to the
 version of the contract sold on or after May 1, 2003 or upon subsequent state
 approval.


..   We will deduct an additional charge if you choose the Guaranteed Minimum
    Income Benefit. We deduct this annual charge from your Contract Value on
    the contract anniversary and upon certain other events. The charge for this
    benefit is equal to 0.50% for contracts sold on or after January 20, 2004,
    or upon subsequent state approval (0.45% for all other contracts), of the
    average GMIB protected value (1.00% maximum charge). (In some states this
    fee may be lower.)
..   We will deduct an additional charge if you choose the Income Appreciator
    Benefit. We deduct this charge from your Contract Value on the contract
    anniversary and upon certain other events. The charge for this benefit is
    based on an annual rate of 0.25% of your Contract Value.
..   We will deduct an additional charge if you choose the Earnings Appreciator
    supplemental death benefit. We deduct this charge from your Contract Value
    on the contract anniversary and upon certain other events. The charge for
    this benefit is based on an annual rate of 0.30% of your Contract Value.
..   There are a few states/jurisdictions that assess a premium tax on us when
    you begin receiving regular income payments from your annuity. In those
    states, we deduct a charge designed to approximate this tax, which can
    range from 0-3.5% of your Contract Value.
..   There are also expenses associated with the mutual funds. For 2006, the
    fees of these funds ranged from 0.37% to 1.19% annually. For certain funds,
    expenses are reduced pursuant to expense waivers and comparable
    arrangements. In general, these expense waivers and comparable arrangements
    are not guaranteed, and may be terminated at any time.

..   If you withdraw money within three years of the contract date or a credit
    election, you may have to pay a withdrawal charge up to 7% on all or part
    of the withdrawal.

 For more information, including details about other possible charges under the
 contract, see "Summary Of Contract Expenses" and Section 8, "What Are The
 Expenses Associated With The Strategic Partners FlexElite Contract?"

 SECTION 9
 How Can I Access My Money?
 You may withdraw money at any time during the accumulation phase. You may,
 however, be subject to income tax and, if you make a withdrawal prior to age
 59 1/2, an additional tax penalty as well. If you withdraw money within three
 years of the contract date or a credit election, we may impose a withdrawal
 charge.

 Under the market value adjustment option, you will be subject to a market
 value adjustment if you make a withdrawal prior to the end of a guarantee
 period.


 We offer optional benefits - the Lifetime Five Income Benefit, the Spousal
 Lifetime Five Income Benefit, and the Highest Daily Lifetime Five Benefit,
 under which we guarantee that certain amounts will be available to you for
 withdrawal, regardless of market-related declines in your Contract Value. You
 need not participate in this benefit in order to withdraw some or all of your
 money. You also may access your Income Appreciator Benefit through withdrawals.


 SECTION 10
 What Are The Tax Considerations Associated With The Strategic Partners
 Flexelite Contract?
 Your earnings are generally not taxed until withdrawn. If you withdraw money
 during the accumulation phase, the tax laws treat the withdrawals as a
 withdrawal of earnings, which are taxed as ordinary income. If you are younger
 than age 59 1/2 when you take money out, you may be charged a 10% federal tax
 penalty on the earnings in addition to ordinary taxation. A portion of the
 payments you receive during the income phase is considered a partial return of
 your original investment and therefore will not be taxable as income.
 Generally, all amounts withdrawn from an Individual Retirement Annuity (IRA)
 contract (excluding Roth IRAs) are taxable and subject to the 10% penalty if
 withdrawn prior to age 59 1/2.

                                      14



 SECTION 11
 Other Information
 This contract is issued by Pruco Life Insurance Company (Pruco Life), a
 subsidiary of The Prudential Insurance Company of America, and sold by
 registered representatives of affiliated and unaffiliated broker/dealers.

 RISK FACTORS
 There are various risks associated with an investment in the market value
 adjustment option that we summarize below.

 Issuer Risk. The market value adjustment option, fixed interest rate options,
 and the contract's other insurance features are available under a contract
 issued by Pruco Life, and thus backed by the financial strength of that
 company. If Pruco Life were to experience significant financial adversity, it
 is possible that Pruco Life's ability to pay interest and principal under the
 market value adjustment option and fixed interest rate options and to fulfill
 its insurance guarantees could be impaired.

 Risks Related To Changing Interest Rates. You do not participate directly in
 the investment experience of the bonds and other instruments that Pruco Life
 holds to support the market value adjustment option. Nonetheless, the market
 value adjustment formula reflects the effect that prevailing interest rates
 have on those bonds and other instruments. If you need to withdraw your money
 prior to the end of a guarantee period and during a period in which prevailing
 interest rates have risen above their level when you made your purchase, you
 will experience a "negative" market value adjustment. When we impose this
 market value adjustment, it could result in the loss of both the interest you
 have earned and a portion of your purchase payments. Thus, before you commit
 to a particular guarantee period, you should consider carefully whether you
 have the ability to remain invested throughout the guarantee period. In
 addition, we cannot, of course, assure you that the market value adjustment
 option will perform better than another investment that you might have made.

 Risks Related To The Withdrawal Charge. We may impose withdrawal charges on
 amounts withdrawn from the market value adjustment option. If you anticipate
 needing to withdraw your money prior to the end of a guarantee period, you
 should be prepared to pay the withdrawal charge that we will impose.

                                      15



 SUMMARY OF CONTRACT EXPENSES

 The purpose of this summary is to help you to understand the costs you will
 pay for Strategic Partners FlexElite. The following tables describe the fees
 and expenses that you will pay when buying, owning, and surrendering the
 contract. the first table describes the fees and expenses that you will pay at
 the time that you buy the contract, surrender the contract, or transfer cash
 value between investment options.

 For more detailed information, including additional information about current
 and maximum charges, see, Section 8, "What Are The Expenses Associated With
 The Strategic Partners FlexElite Contract?" The individual fund prospectuses
 contain detailed expense information about the underlying mutual funds.




 -------------------------------------------------------------------------------
                     CONTRACT OWNER TRANSACTION EXPENSES
 -------------------------------------------------------------------------------
         Withdrawal Charge/1/
 -------------------------------------------------------------------------------
          Full Contract Years
 -------------------------------------------------------------------------------
                                      
                   0                                      7%
 -------------------------------------------------------------------------------
                   1                                      7%
 -------------------------------------------------------------------------------
                   2                                      7%
 -------------------------------------------------------------------------------
                   3                                      0%
 -------------------------------------------------------------------------------

 Credit Election Withdrawal Charge/2/
 -------------------------------------------------------------------------------
          Full Contract Years
 -------------------------------------------------------------------------------
                   3                                      7%
 -------------------------------------------------------------------------------
                   4                                      7%
 -------------------------------------------------------------------------------
                   5                                      7%
 -------------------------------------------------------------------------------
                   6                                      7%
 -------------------------------------------------------------------------------
                   7                                      7%
 -------------------------------------------------------------------------------
                   8                                      7%
 -------------------------------------------------------------------------------
                   9                                      0%
 -------------------------------------------------------------------------------
         Maximum Transfer Fee
 -------------------------------------------------------------------------------
 Each transfer after 12/3/                              $30.00
 -------------------------------------------------------------------------------
 Each transfer after 20 (Beneficiary                    $10.00
 Continuation Option only)
 -------------------------------------------------------------------------------
     Charge for premium tax imposed on us by certain States/Jurisdictions
 -------------------------------------------------------------------------------
                         Up to 3.5% of Contract Value
 -------------------------------------------------------------------------------




 1  Each contract year, you may withdraw a specified amount of your Contract
    Value without incurring a withdrawal charge. We will waive the withdrawal
    charge if we pay a death benefit or under certain other circumstances. See
    "Withdrawal Charge" in Section 8. In certain states reduced withdrawal
    charges may apply. Your contract contains the applicable charges.
 2  We impose these withdrawal charges only if you elect to have the credit
    added to your Contract Value prior to your 3/rd/ and 6/th/ contract
    anniversaries. These charges may be lower in certain states.

 3  Currently, we charge $10 for each transfer after the twelfth in a contract
    year. As shown in the table, we can increase that charge up to a maximum of
    $30, but we have no current intention to do so. We will not charge you for
    transfers made in connection with Dollar Cost Averaging and
    Auto-Rebalancing or transfers from the market value adjustment option at
    the end of a guarantee period, and do not count them toward the limit of 12
    free transfers per year.

                                      16



 The next table describes the fees and expenses that you will pay periodically
 during the time that you own the contract, not including underlying mutual
 fund fees and expenses.




 -----------------------------------------------------------------------------
                          PERIODIC ACCOUNT EXPENSES
 -----------------------------------------------------------------------------
                                     
 Maximum Annual Contract Maintenance                   $60.00
 Charge and Contract Charge Upon Full
 Withdrawal/4/
 -----------------------------------------------------------------------------
 Maximum Annual Contract Fee if         lesser of $30 or 2% of Contract Value
 Contract Value is less than $25,000
 (Beneficiary Continuation option ONLY)
 -----------------------------------------------------------------------------
     Insurance and Administrative Expenses with the Indicated Benefits/5/
 -----------------------------------------------------------------------------
 As a Percentage of Contract Value in
 Variable Investment Options (except
 as indicated):
 -----------------------------------------------------------------------------
 Base Death Benefit                     1.65% (1.70% for contracts sold prior
                                         to May 1, 2003, or upon subsequent
                                         state approval, and if you are aged
                                                    76 or older)
 -----------------------------------------------------------------------------
 Guaranteed Minimum Death Benefit                       1.90%
 Option - Roll-Up or Step-Up
 -----------------------------------------------------------------------------
 Guaranteed Minimum Death Benefit                       2.00%
 Option - Greater of Roll-Up or Step-Up
 -----------------------------------------------------------------------------
 Highest Daily Value Death Benefit                      2.15%
 -----------------------------------------------------------------------------
 Maximum charge for Lifetime Five/6/                    1.50%
 -----------------------------------------------------------------------------
 Maximum charge for Highest Daily                       1.50%
 Lifetime Five/6/
 -----------------------------------------------------------------------------
 Maximum charge for Spousal Lifetime                    1.50%
 Five/6/
 -----------------------------------------------------------------------------
 Lifetime Five Income Benefit (current                  0.60%
 charge)
 -----------------------------------------------------------------------------
 Spousal Lifetime Five Income Benefit                   0.75%
 (current charge)
 -----------------------------------------------------------------------------
 Highest Daily Lifetime Five Income                     0.60%
 Benefit (current charge)
 -----------------------------------------------------------------------------
 Annual Guaranteed Minimum Income                       0.50%
 Benefit Charge and Charge Upon
 Certain Withdrawals - (for contracts
 sold on or after January 20, 2004 or
 upon subsequent state approval) - as
 a percentage of average GMIB
 Protected Value (current charge)
 -----------------------------------------------------------------------------
 Maximum Annual Guaranteed Minimum                      1.00%
 Income Benefit Charge and Charge Upon
 Certain Withdrawals as - as a
 percentage of average GMIB Protected
 Value/7/
 -----------------------------------------------------------------------------
       Annual Income Appreciator Benefit Charge and Charge upon certain
                        Withdrawals/Annuitizations/8/
 -----------------------------------------------------------------------------
 As a Percentage of Contract Value                      0.25%
 -----------------------------------------------------------------------------
  Annual Earnings Appreciator Charge and Charge upon certain Transactions/9/
 -----------------------------------------------------------------------------
 As a Percentage of Contract Value                      0.30%
 -----------------------------------------------------------------------------
 Possible Additional Charge if 66 or                    0.10%
 older                                   (i.e., 0.40% total charge if 66 or
                                            older, for certain contracts)
 -----------------------------------------------------------------------------
 Settlement Service Charge (if the                      1.00%
 Owner's beneficiary elects the
 Beneficiary Continuation Option)/10/
 -----------------------------------------------------------------------------




 4  Currently, we waive this fee if your Contract Value is greater than or
    equal to $100,000. If your Contract Value is less than $100,000, we
    currently charge the lesser of $50 or 2% of your Contract Value. This is a
    single fee that we assess (a) annually or (b) upon a full withdrawal made
    on a date other than a contract anniversary. As shown in the table, we can
    increase this fee in the future up to a maximum of $60, but we have no
    current intention to do so.
 5  The 1.65%, 1.90%, and 2.00% charges listed here apply to any Strategic
    Partners FlexElite contract sold on or after May 1, 2003, or upon
    subsequent state approval. For all other contracts, these charges are
    1.60%, 1.80%, and 1.90%, respectively. We also reserve the right to impose
    an additional insurance charge of 0.10% annually of average Contract Value
    for contracts issued to those aged 76 or older, and sold prior to May 1,
    2003 or upon subsequent state approval. The Highest Daily Value Death
    Benefit is available only with respect to the version of the contract sold
    on or after May 1, 2003, or upon subsequent state approval.


                                      17



 SUMMARY OF CONTRACT EXPENSES continued



 6  We have the right to increase the charge for each of these benefits up to
    the 1.50% maximum upon a step-up, or for a new election of each such
    benefit. However, we have no present intention of increasing the charges
    for those benefits to that maximum level.
 7  We impose this charge only if you choose the Guaranteed Minimum Income
    Benefit. This charge is equal to 0.50% for contracts sold on or after
    January 20, 2004, or upon subsequent state approval (0.45% for all other
    contracts) of the average GMIB protected value, which is calculated daily
    and generally is equal to the GMIB roll-up value. Subject to certain age
    restrictions, the roll-up value is the total of all invested purchase
    payments (after a reset, the Contract Value at the time of the reset)
    compounded daily at an effective annual rate of 5%, subject to a cap of
    200% of all invested purchase payments. Withdrawals reduce both the roll-up
    value and the 200% cap. The reduction is equal to the amount of the
    withdrawal for the first 5% of the roll-up value, calculated as of the
    latest contract anniversary (or contract date). The amount of the
    withdrawal in excess of 5% of the roll-up value further reduces the roll-up
    value and 200% cap proportionally to the additional reduction in Contract
    Value after the first 5% withdrawal occurs. We assess this fee each
    contract anniversary and when you begin the income phase of your contract.
    We also assess this fee if you make a full withdrawal, but prorate the fee
    based on the portion of the contract year that has elapsed since the full
    annual fee was most recently deducted. If you make a partial withdrawal, we
    will assess the prorated fee if the remaining Contract Value after the
    withdrawal would be less than the amount of the prorated fee; otherwise we
    will not assess the fee at that time. We reserve the right to increase this
    charge to the maximum indicated upon any reset of the benefit or new
    election.
 8  We impose this charge only if you choose the Income Appreciator Benefit.
    The charge for this benefit is based on an annual rate of 0.25% of your
    Contract Value. The Income Appreciator Benefit charge is calculated: on
    each contract anniversary, on the annuity date, if a death benefit is
    payable, upon the death of the sole owner or first to die of the owner or
    joint owner prior to the annuity date, upon a full or partial withdrawal,
    and upon a subsequent purchase payment. The fee is based on the Contract
    Value at the time of the calculation, and is prorated based on the portion
    of the contract year since the date that the charge was last deducted.
    Although it may be calculated more often, it is deducted only: on each
    contract anniversary, on the annuity date, if a death benefit is payable,
    upon the death of the sole owner or first to die of the owner or joint
    owners prior to the annuity date, upon a full withdrawal, and upon a
    partial withdrawal if the Contract Value remaining after such partial
    withdrawal is not enough to cover the then-applicable charge. With respect
    to full and partial withdrawals, we prorate the fee based on the portion of
    the contract year that has elapsed since the full annual fee was most
    recently deducted. We reserve the right to calculate and deduct the fee
    more frequently than annually, such as quarterly.
 9  We impose this charge only if you choose the Earnings Appreciator Benefit.
    We deduct this charge annually. We also deduct this charge if you make a
    full withdrawal or enter the income phase of your contract, or if a death
    benefit is payable, but prorate the fee to reflect a partial rather than
    full year. If you make a partial withdrawal, we will deduct the prorated
    fee if the remaining Contract Value after the withdrawal would be less than
    the amount of the prorated fee; otherwise we will not deduct the fee at
    that time. The fee is also calculated when you make any purchase payment or
    withdrawal but we do not deduct it until the next deduction date. For
    contracts sold prior to May 1, 2003, or upon subsequent state approval, we
    reserve the right to impose an additional charge of 0.10% annually of
    Contract Value for contracts issued to those aged 66 or older, under which
    the Earnings Appreciator Benefit has been selected.
 10 The other Insurance and Administrative Expense Charges do not apply if you
    are a beneficiary under the Beneficiary Continuation Option. Instead, the
    Settlement Service Charge set forth here applies, if your beneficiary
    elects the Beneficiary Continuation Option.




 -------------------------------------------------------------------------------------------------------------------
                 TOTAL ANNUAL MUTUAL FUND OPERATING EXPENSES
 -------------------------------------------------------------------------------------------------------------------
 



 The next item shows the minimum and maximum total operating expenses (expenses
 that are deducted from underlying mutual fund assets, including management
 fees, distribution and/or service (12b-1) fees, and other expenses) charged by
 the underlying mutual funds that you may pay periodically during the time that
 you own the contract. More detail concerning each underlying mutual fund's
 fees and expenses is contained below and in the prospectus for each underlying
 mutual fund. The minimum and maximum total operating expenses depicted below
 are based on historical fund expenses for the year ended December 31, 2006.
 Fund expenses are not fixed or guaranteed by the Strategic Partners FlexElite
 contract, and may vary from year to year.





- --------------------------------------------------------------------------------------------------------------------
                                                      MINIMUM                                MAXIMUM
- --------------------------------------------------------------------------------------------------------------------
                                                                        
Total Annual Underlying Mutual Fund                    0.37%                                  1.19%
  Operating Expenses*
- --------------------------------------------------------------------------------------------------------------------



 *  See, "Summary of Contract Expenses" - "Underlying Mutual Fund Portfolio
    Annual Expenses" for more detail on the expenses of the underlying mutual
    funds.

                                      18






- ---------------------------------------------------------------------------------------------------------------------------
                                     UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                         (as a percentage of the average net assets of the underlying Portfolios)
- ---------------------------------------------------------------------------------------------------------------------------
                                                                        For the year ended December 31, 2006
                  UNDERLYING PORTFOLIOS                   -----------------------------------------------------------------
                                                          Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                                         Expenses /3/           Portfolio Fees  Portfolio
                                                                                                & Expenses /1/  Operating
                                                                                                               Expenses /2/
- -                                                         -----------------------------------------------------------------
                                                                                                
Prudential Series Fund
 Equity Portfolio                                             0.45%         0.02%       0.00%       0.00%         0.47%
 Global Portfolio                                             0.75%         0.09%       0.00%       0.00%         0.84%
 Jennison Portfolio                                           0.60%         0.03%       0.00%       0.00%         0.63%
 Money Market Portfolio                                       0.40%         0.03%       0.00%       0.00%         0.43%
 Stock Index Portfolio /4/                                    0.35%         0.02%       0.00%       0.00%         0.37%
 Value Portfolio                                              0.40%         0.03%       0.00%       0.00%         0.43%
 SP Aggressive Growth Asset Allocation Portfolio              0.05%         0.07%       0.00%       0.86%         0.98%
 SP Balanced Asset Allocation Portfolio                       0.05%         0.01%       0.00%       0.77%         0.83%
 SP Conservative Asset Allocation Portfolio                   0.05%         0.02%       0.00%       0.72%         0.79%
 SP Growth Asset Allocation Portfolio                         0.05%         0.01%       0.00%       0.81%         0.87%
 SP AIM Core Equity Portfolio                                 0.85%         0.44%       0.00%       0.00%         1.29%
 SP Davis Value Portfolio                                     0.75%         0.06%       0.00%       0.00%         0.81%
 SP International Growth Portfolio /5/                        0.85%         0.12%       0.00%       0.00%         0.97%
 SP International Value Portfolio /6/                         0.90%         0.09%       0.00%       0.00%         0.99%
 SP Mid Cap Growth Portfolio                                  0.80%         0.11%       0.00%       0.00%         0.91%
 SP PIMCO High Yield Portfolio                                0.60%         0.10%       0.00%       0.00%         0.70%
 SP PIMCO Total Return Portfolio                              0.60%         0.06%       0.00%       0.00%         0.66%
 SP Prudential U.S. Emerging Growth Portfolio                 0.60%         0.07%       0.00%       0.00%         0.67%
 SP Small Cap Growth Portfolio                                0.95%         0.19%       0.00%       0.00%         1.14%
 SP Small Cap Value Portfolio                                 0.90%         0.06%       0.00%       0.00%         0.96%
 SP Strategic Partners Focused Growth Portfolio               0.90%         0.26%       0.00%       0.00%         1.16%
 SP T. Rowe Price Large Cap Growth Portfolio                  0.90%         0.29%       0.00%       0.00%         1.19%
Advanced Series Trust /7,8/
 AST JPMorgan International Equity Portfolio                  0.87%         0.16%       0.00%       0.00%         1.03%
 AST MFS Global Equity Portfolio                              1.00%         0.25%       0.00%       0.00%         1.25%
 AST Small-Cap Value Portfolio                                0.90%         0.18%       0.00%       0.00%         1.08%
 AST Neuberger Berman Small-Cap Growth Portfolio /9/          0.95%         0.16%       0.00%       0.00%         1.11%
 AST Federated Aggressive Growth Portfolio                    0.95%         0.14%       0.00%       0.00%         1.09%
 AST DeAM Small-Cap Value Portfolio                           0.95%         0.23%       0.00%       0.00%         1.18%
 AST Goldman Sachs Mid-Cap Growth Portfolio                   1.00%         0.15%       0.00%       0.00%         1.15%
 AST Neuberger Berman Mid-Cap Growth Portfolio                0.90%         0.14%       0.00%       0.00%         1.04%
 AST Neuberger Berman Mid-Cap Value Portfolio                 0.89%         0.11%       0.00%       0.00%         1.00%
 AST Mid-Cap Value Portfolio                                  0.95%         0.21%       0.00%       0.00%         1.16%
 AST MFS Growth Portfolio                                     0.90%         0.13%       0.00%       0.00%         1.03%
 AST Marsico Capital Growth Portfolio                         0.90%         0.11%       0.00%       0.00%         1.01%
 AST Goldman Sachs Concentrated Growth Portfolio              0.90%         0.13%       0.00%       0.00%         1.03%
 AST DeAM Large-Cap Value Portfolio                           0.85%         0.15%       0.00%       0.00%         1.00%
 AST Large-Cap Value Portfolio                                0.75%         0.11%       0.00%       0.00%         0.86%
 AST AllianceBernstein Core Value Portfolio                   0.75%         0.14%       0.00%       0.00%         0.89%
 AST AllianceBernstein Managed Index 500 Portfolio            0.60%         0.14%       0.00%       0.00%         0.74%
 AST American Century Income & Growth Portfolio               0.75%         0.15%       0.00%       0.00%         0.90%
 AST AllianceBernstein Growth & Income Portfolio              0.75%         0.11%       0.00%       0.00%         0.86%
 AST Cohen & Steers Realty Portfolio                          1.00%         0.13%       0.00%       0.00%         1.13%
 AST T. Rowe Price Natural Resources Portfolio                0.90%         0.13%       0.00%       0.00%         1.03%
 AST American Century Strategic Allocation Portfolio /10/     0.85%         0.21%       0.00%       0.00%         1.06%
 AST Advanced Strategies Portfolio                            0.85%         0.24%       0.00%       0.00%         1.09%
 AST T. Rowe Price Asset Allocation Portfolio                 0.85%         0.14%       0.00%       0.00%         0.99%
 AST UBS Dynamic Alpha Portfolio /11/                         1.00%         0.21%       0.00%       0.00%         1.21%
 AST First Trust Balanced Target Portfolio                    0.85%         0.21%       0.00%       0.00%         1.06%
 AST First Trust Capital Appreciation Target Portfolio        0.85%         0.19%       0.00%       0.00%         1.04%
 AST Aggressive Asset Allocation Portfolio                    0.15%         0.05%       0.00%       0.99%         1.19%
 AST Capital Growth Asset Allocation Portfolio                0.15%         0.02%       0.00%       0.95%         1.12%
 AST Balanced Asset Allocation Portfolio                      0.15%         0.02%       0.00%       0.90%         1.07%
 AST Conservative Asset Allocation Portfolio                  0.15%         0.04%       0.00%       0.89%         1.08%
 AST Preservation Asset Allocation Portfolio                  0.15%         0.08%       0.00%       0.82%         1.05%
 AST T. Rowe Price Global Bond Portfolio                      0.80%         0.16%       0.00%       0.00%         0.96%
 AST High Yield Portfolio /12/                                0.75%         0.15%       0.00%       0.00%         0.90%
 AST Lord Abbett Bond-Debenture Portfolio                     0.80%         0.14%       0.00%       0.00%         0.94%
 AST PIMCO Limited Maturity Bond Portfolio                    0.65%         0.12%       0.00%       0.00%         0.77%
Gartmore Variable Insurance Trust
 GVIT Developing Markets /13/                                 1.05%         0.35%       0.25%       0.00%         1.65%



                                      19






- -------------------------------------------------------------------------------------------------------------
                              UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES
                  (as a percentage of the average net assets of the underlying Portfolios)
- -------------------------------------------------------------------------------------------------------------
                                                          For the year ended December 31, 2006
           UNDERLYING PORTFOLIOS            -----------------------------------------------------------------
                                            Management Fee    Other     12b-1 Fee    Acquired    Total Annual
                                                           Expenses /3/           Portfolio Fees  Portfolio
                                                                                  & Expenses /1/  Operating
                                                                                                 Expenses /2/
- -                                           -----------------------------------------------------------------
                                                                                  
Janus Aspen Series
 Large Cap Growth Portfolio--Service Shares     0.64%         0.05%       0.25%       0.00%         0.94%




 1. Each Asset Allocation Portfolio invests in shares of other Portfolios of
    the Fund and the Advanced Series Trust (the Acquired Portfolios). In
    addition, each Portfolio may invest otherwise uninvested cash in the Dryden
    Core Investment Fund (Money Market and/or Short-Term Bond Series).

    Investors in an Asset Allocation Portfolio or other Portfolio indirectly
    bear the fees and expenses of the Acquired Portfolios and/or Dryden Core
    Investment Fund. The expenses shown in the column "Acquired Portfolio Fees
    and Expenses" represent a weighted average of the expense ratios of the
    Acquired Portfolios and/or Dryden Core Investment Fund, in which the Asset
    Allocation Portfolios or other Portfolios invested during the year ended
    December 31, 2006. The Asset Allocation Portfolios do not pay any
    transaction fees when they purchase and redeem shares of the Acquired
    Portfolios.

    Where "Acquired Portfolio Fees and Expenses" are less than 0.01%, such
    expenses are included in the column titled "Other Expenses." This may cause
    the Total Annual Portfolio Operating Expenses to differ from those set
    forth in the Financial Highlights tables of the respective Portfolios.

    Effective March 1, 2007, each of the Asset Allocation Portfolios became
    responsible for the payment of its own "Other Expenses," including, without
    limitation, custodian fees, legal fees, trustee fees and audit fees, in
    accordance with the terms of the management agreement. Prior to that time,
    Prudential Investments LLC or an affiliate paid the "other expenses" of the
    Asset Allocation Portfolios. The table reflects and annualized estimate of
    the "Other Expenses" of the Asset Allocation Portfolios for the year ended
    December 31, 2006 had the current arrangement been in place during that
    year.

 2. Prudential Investments LLC has voluntarily agreed to waive a portion of its
    management fee and/or limit total expenses (expressed as an annual
    percentage of average daily net assets) for certain Portfolios of the Fund.
    These arrangements, which are set forth as follows, may be discontinued or
    otherwise modified at any time. Equity Portfolio: 0.75%; Jennison
    Portfolio: 0.75%; Money Market Portfolio: 0.75%; Stock Index Portfolio:
    0.75%; Value Portfolio: 0.75%; SP AIM Core Equity Portfolio: 1.00%; SP
    International Value Portfolio: 1.00%; SP International Growth Portfolio:
    1.24%; SP Mid Cap Growth Portfolio: 1.00%; SP PIMCO High Yield Portfolio:
    0.82%; SP PIMCO Total Return Portfolio: 0.76%; SP Small Cap Growth
    Portfolio: 1.15%; SP Small Cap Value Portfolio: 1.05%; SP T. Rowe Price
    Large Cap Growth Portfolio: 1.06%.

 3. As noted above, shares of the Portfolios generally are purchased through
    variable insurance products. Many of the Portfolios and/or their investment
    advisers and/or distributors have entered into arrangements with us as the
    issuer of each Annuity under which they compensate us for providing ongoing
    services in lieu of the Trust providing such services. Amounts paid by a
    Portfolio under those arrangements are included under "Other Expenses." For
    more information see the prospectus for each underlying portfolio and
    Variable Investment Options in this section.

 4. The Portfolio's contractual management fee rate is as follows: 0.35% for
    average net assets up to $4 billion, and 0.30% for average net assets in
    excess of $4 billion.

 5. Effective November 13, 2006, Marsico Capital Management, LLC was added as a
    Sub-advisor to the Portfolio. Prior to November 13, 2006, William Blair &
    Company, LLC served as the sole Sub-advisor of the Portfolio, then named
    the "SP William Blair International Growth Portfolio."

 6. Effective November 13, 2006, Thornburg Investment Management, Inc. was
    added as a Sub-advisor to the Portfolio. Prior to November 13, 2006,
    Thornburg Investment Management, Inc. served as the sole Sub-advisor of the
    Portfolio, then named the "SP LSV International Value Portfolio."

 7. The AST Aggressive Asset Allocation, the AST Balanced Asset Allocation, the
    AST Capital Growth Asset Allocation, the AST Conservative Asset Allocation
    and the AST Preservation Asset Allocation Portfolios (the "Dynamic Asset
    Allocation Portfolios") each invest in other investment companies (the
    Acquired Portfolios). For example, each Dynamic Asset Allocation Portfolio
    invests in shares of other Portfolios of the Advanced Series Trust, and
    some Portfolios invest in other funds, including the Dryden Core Investment
    Fund. Investors in a Portfolio indirectly bear the fees and expenses of the
    Acquired Portfolios. The expenses shown in the column "Acquired Portfolio
    Fees and Expenses" represent a weighted average of the expense ratios of
    the Acquired Portfolios in which each Dynamic Asset Allocation Portfolio
    invested during the year ended December 31, 2006. The Dynamic Asset
    Allocation Portfolios do not pay any transaction fees when they purchase or
    redeem shares of the Acquired Portfolios. Where "Acquired Portfolio Fees
    and Expenses" are less than 0.01%, such expenses are included in the column
    titled "Other Expenses." This may cause the Total Annual Portfolio
    Operating Expenses to differ from those set forth in the Financial
    Highlights tables in the prospectus for the Portfolios.

 8. The total actual operating expenses for certain of the Portfolios listed
    above for the year ended December 31, 2006 were less than the amounts shown
    in the table above, due to fee waivers, reimbursement of expenses, and
    expense offset arrangements ("Arrangements"). These Arrangements are
    voluntary and may be terminated at any time. In addition, the Arrangements
    may be modified periodically. For more information regarding the
    Arrangements, please see the Prospectus and Statement of Additional
    Information for the Portfolios.

 9. Effective May 1, 2007, Neuberger Berman Management, Inc. became Sub-advisor
    to the Portfolio. Prior to May 1, 2007, Deutsche Asset Management, Inc.
    served as Sub-advisor of the Portfolio, then named the "AST DeAM Small-Cap
    Growth Portfolio."

 10.Prior to May 1, 2007 the Portfolio was named the "AST American Century
    Strategic Balanced Portfolio."

 11.Prior to May 1, 2007 the Portfolio was named the "AST Global Allocation
    Portfolio." Expenses shown are the annualized estimated operating expense
    for AST UBS Dynamic Alpha Portfolio effective May 1, 2007. Operating
    expenses for the AST Global Allocation Portfolio based upon the year ended
    December 31, 2006 would be as follows: Shareholder Fees (fees paid directly
    from your investment) - None; Management Fees - .10%; Distribution (12b-1)
    Fees - None; Other Expenses - .09%; Acquired Portfolio Fees & Expenses -
    .88%; Total Annual Portfolio Operating Expenses - 1.07%.

 12.Effective June 16, 2006, Goldman Sachs Asset Management L.P. no longer
    serves as a Co-Sub-advisor to the Portfolio.


                                      20




 13.Effective January 1, 2006, the management fee was lowered by 0.10% to the
    base fee described above. Beginning January 1, 2007, the management fee may
    be adjusted, on a quarterly basis, upward or downward depending on the
    Fund's performance relative to its benchmark, the MSCI Emerging Markets
    Free Index. As a result, beginning January 1, 2007, if the management fee
    were calculated taking into account the current base fee (as stated in the
    table above) and the maximum performance fee adjustment of 0.10% (+/-), the
    management fee could range from 0.95% at its lowest to 1.15% at its highest.


 EXPENSE EXAMPLES
 These examples are intended to help you compare the cost of investing in the
 contract with the cost of investing in other variable annuity contracts. These
 costs include contract owner transaction expenses, Contract Fees, separate
 account annual expenses, and underlying mutual fund fees and expenses.

 The examples assume that you invest $10,000 in the contract for the time
 periods indicated. The examples also assume that your investment has a 5%
 return each year and assume the maximum fees and expenses of any of the mutual
 funds, which do not reflect any expense reimbursements or waivers. Although
 your actual costs may be higher or lower, based on these assumptions, your
 costs would be as indicated in the tables that follow.

 Expense Examples for subsequent version of Strategic Partners FlexElite sold
 on or after May 1, 2003

 Example 1a: Highest Daily Value Death Benefit; Guaranteed Minimum Income
 Benefit, Earnings Appreciator Benefit, Income Appreciator Benefit, Credit
 Elections, and You Withdraw All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract;
..   You choose the Highest Daily Value Death Benefit;
..   You choose the Earnings Appreciator Benefit;
..   You choose the Guaranteed Minimum Income Benefit (for contracts sold
    beginning January 20, 2004);
..   You choose the Income Appreciator Benefit;
..   You make credit elections prior to your 3/rd/ and 6/th/ contract
    anniversaries;

..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses*;
    -- The investment has a 5% return each year;

    -- The mutual fund's total operating expenses remain the same each year;

..   For each Separate Account charge, we deduct the current charge rather than
    any maximum charge; and

..   You withdraw all your assets at the end of the indicated period.


 *  Note: Not all portfolios offered are available if you elect certain
    optional benefits.


 Example 1b: Highest Daily Value Death Benefit, Guaranteed Minimum Income
 Benefit, Earnings Appreciator Benefit, Income Appreciator Benefit, Credit
 Elections, and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 1a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 2a: Base Death Benefit and You Withdraw All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract;
..   You choose the Base Death Benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;

..   For each Separate Account charge, we deduct the current charge rather than
    any maximum charge*;

..   You do not make a credit election; and
..   You withdraw all your assets at the end of the indicated period.


 *  Note: Not all portfolios offered are available if you elect certain
    optional benefits.


 Example 2b: Base Death Benefit and You Do Not Withdraw All Your Assets

 This example makes exactly the same assumptions as Example 2a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

                                      21



 EXPENSE EXAMPLES continued


 Expense Examples for original version of Strategic Partners Flexelite

 Example 3a: Greater of roll-up and step-up GMDB; Earnings Appreciator Benefit;
 Credit Elections and You Withdraw All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract;
..   You choose the Greater of roll-up and step-up GMDB;
..   You choose the Earnings Appreciator Benefit;
..   You make credit elections prior to your 3/rd/ and 6/th/ contract
    anniversaries;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;

..   For each Separate Account charge, we deduct the current charge rather than
    any maximum charge; and

..   You withdraw all your assets at the end of the indicated period.

 Example 3b: Greater of roll-up and step-up GMDB; Earnings Appreciator Benefit;
 Credit Elections; and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 3a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Example 4a: Base Death Benefit and You Withdraw All Your Assets

 This example assumes that:

..   You invest $10,000 in the Contract;
..   You choose the Base Death Benefit;
..   You allocate all of your assets to the variable investment option having
    the maximum total operating expenses;
..   The investment has a 5% return each year;
..   The mutual fund's total operating expenses remain the same each year;

..   For each Separate Account charge, we deduct the current charge rather than
    any maximum charge;*

..   You do not make a credit election; and
..   You withdraw all your assets at the end of the indicated period.


 *  Note: Not all portfolios offered are available if you elect certain
    optional benefits.


 Example 4b: Base Death Benefit and You Do Not Withdraw Your Assets

 This example makes exactly the same assumptions as Example 4a except that it
 assumes that you do not withdraw any of your assets at the end of the
 indicated period.

 Notes for Expense Examples:
 These Examples should not be considered a representation of past or future
 expenses. Actual expenses may be greater or less than those shown.

 Note that withdrawal charges (which are reflected in Examples 1a, 2a, 3a, and
 4a) are assessed in connection with some annuity options, but not others.

 The values shown in the 10 year column are the same for the examples with
 withdrawal charges and the examples without withdrawal charges. This is
 because, if 3 or more years have elapsed since your last credit election
 before your 6/th/ contract anniversary, no withdrawal charges apply.


 The examples use an average contract maintenance charge, which we calculated
 based on our general estimate of the total contract fees we expect to collect
 in 2007. Your actual fees will vary based on the amount of your contract and
 your specific allocation among the investment options.


 Premium taxes are not reflected in the examples. We deduct a charge to
 approximate premium taxes that may be imposed on us in your state. This charge
 is generally deducted from the amount applied to an annuity payout option.

                                      22



 The table of accumulation unit values appears in Appendix A to this prospectus.

 Highest Daily Value Death Benefit; Guaranteed Minimum Income Benefit; Earnings
 Appreciator Benefit; Income Appreciator Benefit; Credit Elections




                     Example 1a:                Example 1b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              

             $1,164 $2,227 $3,290 $5,310 $534    $1,597   $2,660   $5,310
             --------------------------------------------------------------



 Base Death Benefit




                     Example 2a:                Example 2b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              

             $1,012 $1,791 $1,958 $4,036 $382    $1,161   $1,958   $4,036
             --------------------------------------------------------------



 Greater of Roll-Up and Step-Up Guaranteed Minimum Death Benefit; Earnings
 Appreciator Benefit; Credit Elections




                     Example 3a:                Example 3b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              

             $1,066 $1,948 $2,847 $4,540 $436    $1,318   $2,217   $4,540
             --------------------------------------------------------------



 Base Death Benefit




                     Example 4a:                Example 4b:
             --------------------------------------------------------------
             If you withdraw your assets If you do not withdraw your assets
             --------------------------------------------------------------
              1 yr  3 yrs  5 yrs  10 yrs 1 yr    3 yrs    5 yrs    10 yrs
             --------------------------------------------------------------
                                              

             $1,007 $1,776 $1,934 $3,993 $377    $1,146   $1,934   $3,993
             --------------------------------------------------------------



                                      23



  PART II SECTIONS 1-11
- --------------------------------------------------------------------------------

  STRATEGIC PARTNERS FLEXELITE PROSPECTUS

                                      24



 1: WHAT IS THE STRATEGIC PARTNERS FLEXELITE VARIABLE ANNUITY?

 The Strategic Partners FlexElite Variable Annuity is a contract between you,
 the owner, and US, Pruco Life Insurance Company (Pruco Life, we or us).

 Under our contract, in exchange for your payment to us, we promise to pay you
 a guaranteed income stream that can begin any time after the second contract
 anniversary. Your annuity is in the accumulation phase until you decide to
 begin receiving annuity payments. The date you begin receiving annuity
 payments is the annuity date. On the annuity date, your contract switches to
 the income phase.

 This annuity contract benefits from tax deferral when it is sold outside a
 tax-favored plan (generally called a non-qualified annuity). Tax deferral
 means that you are not taxed on earnings or appreciation on the assets in your
 contract until you withdraw money from your contract.

 If you purchase the annuity contract in a tax-favored plan such as an IRA,
 that plan generally provides tax deferral even without investing in an annuity
 contract. In other words, you need not purchase this contract to gain the
 preferential tax treatment provided by your retirement plan. Therefore, before
 purchasing an annuity in a tax-favored plan, you should consider whether its
 features and benefits beyond tax deferral, including the death benefit and
 income benefits, meet your needs and goals. You should consider the relative
 features, benefits and costs of this annuity compared with any other
 investment that you may use in connection with your retirement plan or
 arrangement.

 Strategic Partners FlexElite is a variable annuity contract. During the
 accumulation phase, you can allocate your assets among the variable investment
 options, guaranteed fixed interest rate options, and a market value adjustment
 option. If you select variable investment options, the amount of money you are
 able to accumulate in your contract during the accumulation phase depends upon
 the investment performance of the underlying mutual fund(s) associated with
 that variable investment option.


 Because the underlying mutual funds' portfolios fluctuate in value depending
 upon market conditions, your Contract Value can either increase or decrease.
 This is important, since the amount of the annuity payments you receive during
 the income phase depends upon the value of your contract at the time you begin
 receiving payments.


 As the owner of the contract, you have all of the decision-making rights under
 the contract. You will also be the annuitant unless you designate someone
 else. The annuitant is the person whose life is used to determine how much and
 how long (if applicable) the annuity payments will continue once the income
 phase begins. On or after the annuity date, the annuitant may not be changed.

 The beneficiary is the person(s) or entity you designate to receive any death
 benefit. You may change the beneficiary any time prior to the annuity date by
 making a written request to us.

 SHORT TERM CANCELLATION RIGHT OR "FREE LOOK"
 If you change your mind about owning Strategic Partners FlexElite, you may
 cancel your contract within 10 days after receiving it (or whatever period is
 required by applicable law). You can request a refund by returning the
 contract either to the representative who sold it to you, or to the Prudential
 Annuity Service Center at the address shown on the first page of this
 prospectus. You will receive, depending on applicable state law:

..   Your full purchase payment less any applicable federal and state income tax
    withholding; or
..   The amount your contract is worth as of the day we receive your request,
    less any applicable federal and state income tax withholding. This amount
    may be more or less than your original payment. We impose neither a
    withdrawal charge nor any market value adjustment if you cancel your
    contract under this provision.

 To the extent dictated by state law, we will include in your refund the amount
 of any fees and charges that we deducted.

 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE?

 The contract gives you the choice of allocating your purchase payments to any
 of the variable investment options, fixed interest rate options, and a market
 value adjustment option.

 The variable investment options invest in underlying mutual funds managed by
 leading investment advisers. These underlying mutual funds may sell their
 shares to both variable annuity and variable life separate accounts of
 different insurance companies, which could create the kinds of risks that are
 described in more detail in the current prospectus for the underlying mutual
 fund. The current prospectuses for the underlying mutual funds also contain
 other important information about the mutual funds. When you

                                      25



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 invest in a variable investment option that is funded by a mutual fund, you
 should read the mutual fund prospectus and keep it for future reference. The
 mutual fund options that you select are your choice. We do not recommend or
 endorse any particular underlying mutual fund.


 VARIABLE INVESTMENT OPTIONS

 The following chart classifies each of the portfolios based on our assessment
 of their investment style (as of the date of this prospectus). The chart also
 provides a description of each portfolio's investment objective and a short,
 summary description of their key policies to assist you in determining which
 portfolios may be of interest to you. What appears in the chart below is
 merely a summary - please consult the portfolio's prospectus for a
 comprehensive discussion of the portfolio's investment policies. There is no
 guarantee that any portfolio will meet its investment objective. The name of
 the adviser/sub-adviser for each portfolio appears next to the description.


 The Jennison Portfolio, Prudential Equity Portfolio, Prudential Global
 Portfolio, Prudential Money Market Portfolio, Prudential Stock Index
 Portfolio, Prudential Value Portfolio, and each "SP" Portfolio of the
 Prudential Series Fund, are managed by an indirect, wholly-owned subsidiary of
 Prudential Financial, Inc. called Prudential Investments LLC (PI) under a
 "manager-of-managers" approach.

 Under the manager-of-managers approach, PI has the ability to assign
 sub-advisers to manage specific portions of a portfolio, and the portion
 managed by a sub-adviser may vary from 0% to 100% of the portfolio's assets.
 The sub-advisers that manage some or all of a Prudential Series Fund portfolio
 are listed on the following chart.


 Under the agreement through which Prudential Financial, Inc. acquired American
 Skandia Life Assurance Corporation and certain of its affiliates in May 2003,
 Prudential Financial may not use the "American Skandia" name in any context
 after May 1, 2008. Therefore, Prudential Financial has begun a "rebranding"
 project that involves renaming certain American Skandia legal entities. As
 pertinent to this annuity: 1) American Skandia Investment Services, Inc. has
 been renamed AST Investment Services, Inc.; and 2) American Skandia Trust has
 been renamed Advanced Series Trust. These name changes will not impact the
 manner in which customers do business with Prudential. The portfolios of the
 Advanced Series Trust are co-managed by PI and AST Investment Services, Inc.,
 also under a manager-of- managers approach. AST Investment Services, Inc. is
 an indirect, wholly-owned subsidiary of Prudential Financial, Inc.


 A fund or portfolio may have a similar name or an investment objective and
 investment policies resembling those of a mutual fund managed by the same
 investment adviser that is sold directly to the public. Despite such
 similarities, there can be no assurance that the investment performance of any
 such fund or portfolio will resemble that of the publicly available mutual
 fund.


 Pruco Life has entered into agreements with certain underlying portfolios
 and/or the investment adviser or distributor of such portfolios. Pruco Life
 may provide administrative and support services to such portfolios pursuant to
 the terms of these agreements and under which it receives a fee of up to 0.55%
 annually (as of May 1, 2007) of the average assets allocated to the portfolio
 under the contract. These agreements, including the fees paid and services
 provided, can vary for each underlying mutual fund whose portfolios are
 offered as sub-accounts.

 In addition, an investment adviser, sub-adviser or distributor of the
 underlying portfolios may also compensate us by providing reimbursement,
 defraying the costs of, or paying directly for, among other things, marketing
 and/or administrative services and/or other services they provide in
 connection with the contract. These services may include, but are not limited
 to: sponsoring or co-sponsoring various promotional, educational or marketing
 meetings and seminars attended by distributors, wholesalers, and/or broker
 dealer firms' registered representatives, and creating marketing material
 discussing the contract, available options, and underlying portfolios. The
 amounts paid depend on the nature of the meetings, the number of meetings
 attended by the adviser, sub-adviser, or distributor, the number of
 participants and attendees at the meetings, the costs expected to be incurred,
 and the level of the adviser's, sub-adviser's or distributor's participation.
 These payments or reimbursements may not be offered by all advisers,
 sub-advisers, or distributors, and the amounts of such payments may vary
 between and among each adviser, sub-adviser, and distributor depending on
 their respective participation. During 2006, with regard to amounts that were
 paid under these kinds of arrangements, the amounts ranged from approximately
 $53 to approximately $190,514. These amounts may have been paid to one or more
 Prudential-affiliated insurers issuing individual variable annuities.


 As detailed in the Prudential Series Fund prospectus, although the Prudential
 Money Market Portfolio is designed to be a stable investment option, it is
 possible to lose money in that portfolio. For example, when prevailing
 short-term interest rates are very low, the yield on the Prudential Money
 Market Portfolio may be so low that, when separate account and contract
 charges are deducted, you experience a negative return.

                                      26



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued



 Upon the introduction of the Advanced Series Trust Asset Allocation Portfolios
 on December 5, 2005, we ceased offering the Prudential Series Fund Asset
 Allocation Portfolios to new purchasers and to existing contract owners who
 had not previously invested in those portfolios. However, a contract owner who
 had Contract Value allocated to a Prudential Series Fund Asset Allocation
 Portfolio prior to December 5, 2005 may continue to allocate purchase payments
 to that Portfolio after that date. In addition, after December 5, 2005, we
 ceased offering the Prudential Series Fund SP Large Cap Value Portfolio to new
 purchasers and to existing contract owners who had not previously invested in
 that Portfolio. However, a contract owner who had Contract Value allocated to
 the SP Large Cap Value Portfolio prior to December 5, 2005 may continue to
 allocate purchase payments to that Portfolio after that date.


                                      27




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
                     THE PRUDENTIAL SERIES FUND
       -----------------------------------------------------------------
        LARGE   Jennison Portfolio: seeks long-term        Jennison
         CAP    growth of capital. The Portfolio        Associates LLC
        GROWTH  invests primarily in equity
                securities of major, established
                corporations that the subadviser
                believes offer above-average growth
                prospects. The Portfolio may invest
                up to 30% of its total assets in
                foreign securities. Stocks are
                selected on a company-by-company
                basis using fundamental analysis.
                Normally 65% of the Portfolio's total
                assets are invested in common stocks
                and preferred stocks of companies
                with capitalization in excess of $1
                billion.
       -----------------------------------------------------------------
        LARGE   Equity Portfolio: seeks long-term          Jennison
         CAP    growth of capital. The Portfolio        Associates LLC;
        BLEND   invests at least 80% of its net           ClearBridge
                assets plus borrowings for investment    Advisors, LLC
                purposes in common stocks of major
                established corporations as well as
                smaller companies that the Sub
                advisers believe offer attractive
                prospects of appreciation. In the
                Jennison portion, over a full market
                cycle, the subadviser seeks to
                outperform the S&P 500 Index by
                investing in a portfolio with
                earnings growth greater than the
                index at valuations comparable to
                that of the index.
       -----------------------------------------------------------------
        INTER   Global Portfolio: seeks long-term          LSV Asset
       NATIONAL growth of capital. The Portfolio          Management/
        EQUITY  invests primarily in common stocks      Marsico Capital
                (and their equivalents) of foreign     Management, LLC/
                and U.S. companies. Each Sub-adviser     T. Rowe Price
                for the Portfolio generally will use   Associates, Inc./
                either a "growth" approach or a         William Blair &
                "value" approach in selecting either     Company, LLC
                foreign or U.S. common stocks.
       -----------------------------------------------------------------
        FIXED   Money Market Portfolio: seeks maximum     Prudential
        INCOME  current income consistent with the        Investment
                stability of capital and the           Management, Inc.
                maintenance of liquidity. The
                Portfolio invests in high-quality
                short-term money market instruments
                issued by the U.S. Government or its
                agencies, as well as by corporations
                and banks, both domestic and foreign.
                The Portfolio will invest only in
                instruments that mature in thirteen
                months or less, and which are
                denominated in U.S. dollars.
       -----------------------------------------------------------------
        LARGE   Value Portfolio: seeks long-term           Jennison
         CAP    growth of capital through               Associates LLC
        VALUE   appreciation and income. The
                Portfolio invests primarily in common
                stocks that the subadviser believes
                are undervalued - those stocks that
                are trading below their underlying
                asset value, cash generating ability
                and overall earnings and earnings
                growth. There is a risk that "value"
                stocks can perform differently from
                the market as a whole and other types
                of stocks and can continue to be
                undervalued by the markets for long
                periods of time. Normally at least
                65% of the Portfolio's total assets
                is invested in the common stock and
                convertible securities of companies
                that the subadviser believes will
                provide investment returns above
                those of the Russell 1000(R) Value
                Index. Most of the investments will
                be securities of large capitalization
                companies. The Portfolio may invest
                up to 25% of its total assets in real
                estate investment trusts (REITs) and
                up to 30% of its total assets in
                foreign securities.
       -----------------------------------------------------------------
        ASSET   SP Aggressive Growth Asset Allocation     Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       -----------------------------------------------------------------
        ASSET   SP Balanced Asset Allocation              Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). The Portfolio
                will invest in equity and
                fixed-income Underlying Portfolios.
       -----------------------------------------------------------------


                                      28




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        ASSET   SP Conservative Asset Allocation           Prudential
       ALLOCA-  Portfolio: seeks to obtain the          Investments LLC
        TION/   highest potential total return
       BALANCED consistent with the specified level
                of risk tolerance. The Portfolio may
                invest in any other Portfolio of the
                Fund (other than another SP Asset
                Allocation Portfolio), and the AST
                Marsico Capital Growth Portfolio of
                Advanced Series Trust (AST) (the
                Underlying Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on fixed-income
                Underlying Portfolios but will also
                invest in equity Underlying
                Portfolios.
       ------------------------------------------------------------------
        ASSET   SP Growth Asset Allocation Portfolio:      Prudential
       ALLOCA-  seeks to obtain the highest potential   Investments LLC
        TION/   total return consistent with the
       BALANCED specified level of risk tolerance.
                The Portfolio may invest in any other
                Portfolio of the Fund (other than
                another SP Asset Allocation
                Portfolio), and the AST Marsico
                Capital Growth Portfolio of Advanced
                Series Trust (AST) (the Underlying
                Portfolios). Under normal
                circumstances, the Portfolio
                generally will focus on equity
                Underlying Portfolios but will also
                invest in fixed-income Underlying
                Portfolios.
       ------------------------------------------------------------------
        LARGE   SP AIM Core Equity Portfolio: seeks      A I M Capital
         CAP    long-term growth of capital. The        Management, Inc.
        BLEND   Portfolio normally invests at least
                80% of investable assets in equity
                securities, including convertible
                securities of established companies
                that have long-term above-average
                growth in earnings and growth
                companies that the subadviser
                believes have the potential for
                above-average growth in earnings.
       ------------------------------------------------------------------
        LARGE   SP Davis Value Portfolio: seeks          Davis Selected
         CAP    growth of capital. The Portfolio         Advisers, L.P.
        VALUE   invests primarily in common stocks of
                U.S. companies with market
                capitalizations within the market
                capitalization range of the Russell
                1000 Value Index. It may also invest
                in stocks of foreign companies and
                U.S. companies with smaller
                capitalizations. The subadviser
                attempts to select common stocks of
                businesses that possess
                characteristics that the subadviser
                believe foster the creation of
                long-term value, such as proven
                management, a durable franchise and
                business model, and sustainable
                competitive advantages. The
                subadviser aims to invest in such
                businesses when they are trading at a
                discount to their intrinsic worth.
                There is a risk that "value" stocks
                can perform differently from the
                market as a whole and other types of
                stocks and can continue to be
                undervalued by the markets for long
                periods of time.
       ------------------------------------------------------------------
        INTER   SP International Value Portfolio           LSV Asset
       NATIONAL (formerly SP LSV International Value      Management,
        EQUITY  Portfolio): seeks capital growth. The      Thornburg
                Portfolio normally invests at least        Investment
                65% of the Portfolio's investable       Management, Inc.
                assets (net assets plus borrowings
                made for investment purposes) in the
                equity securities of companies in
                developed countries outside the
                United States that are represented in
                the MSCI EAFE Index.
       ------------------------------------------------------------------
       MID CAP  SP Mid Cap Growth Portfolio: seeks      Calamos Advisors
        GROWTH  long-term growth of capital. The              LLC
                Portfolio normally invests at least
                80% of investable assets in common
                stocks and related securities, such
                as preferred stocks, convertible
                securities and depositary receipts
                for those securities. These
                securities typically are of medium
                market capitalizations, which the
                subadviser believes have
                above-average growth potential. The
                Portfolio generally defines medium
                market capitalization companies as
                those companies with market
                capitalizations within the market
                capitalization range of the Russell
                Mid Cap Growth Index. The Portfolio's
                investments may include securities
                listed on a securities exchange or
                traded in the over-the-counter
                markets. The subadviser uses a
                bottom-up and top-down analysis in
                managing the Portfolio. This means
                that securities are selected based
                upon fundamental analysis, as well as
                a top-down approach to
                diversification by industry and
                company, and by paying attention to
                macro-level investment themes. The
                Portfolio may invest in foreign
                securities (including emerging
                markets securities).
       ------------------------------------------------------------------
        FIXED   SP PIMCO High Yield Portfolio: seeks   Pacific Investment
        INCOME  to maximize total return consistent        Management
                with preservation of capital and          Company LLC
                prudent investment management. The          (PIMCO)
                Portfolio will invest in a
                diversified portfolio of fixed-income
                investment instruments of varying
                maturities. The average portfolio
                duration of the Portfolio generally
                will vary within a two- to six-year
                time frame based on the Sub-advisor's
                forecast for interest rates.
       ------------------------------------------------------------------


                                      29




       -----------------------------------------------------------------
       STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
        TYPE                                              ADVISOR/
                                                         SUB-ADVISOR
       -----------------------------------------------------------------
        FIXED  SP PIMCO Total Return Portfolio:       Pacific Investment
       INCOME  seeks to maximize total return             Management
               consistent with preservation of           Company LLC
               capital and prudent investment              (PIMCO)
               management. The Portfolio will invest
               in a diversified portfolio of
               fixed-income investment instruments
               of varying maturities. The average
               portfolio duration of the Portfolio
               generally will vary within a three-
               to six-year time frame based on the
               Sub-advisor's forecast for interest
               rates.
       -----------------------------------------------------------------
       MID CAP SP Prudential U.S. Emerging Growth          Jennison
       GROWTH  Portfolio: seeks long-term capital       Associates LLC
               appreciation. The Portfolio normally
               invests at least 80% of investable
               assets in equity securities of small
               and medium sized U.S. companies that
               the subadviser believes have the
               potential for above-average earnings
               growth. The subadviser seeks to
               invest in companies that it believes
               are poised to benefit from an
               acceleration of growth or an
               inflection point in a company's
               growth rate that is not currently
               reflected in the stock price. The
               team uses a research-intensive
               approach based on internally
               generated fundamental research.
       -----------------------------------------------------------------
        SMALL  SP Small Cap Growth Portfolio: seeks      Eagle Asset
         CAP   long-term capital growth. The             Management/
       GROWTH  Portfolio pursues its objective by      Neuberger Berman
               primarily investing in the common       Management, Inc.
               stocks of small-capitalization
               companies, which is defined as a
               company with a market capitalization,
               at the time of purchase, no larger
               than the largest capitalized company
               included in the Russell 2000 Index
               during the most recent 11-month
               period (based on month-end data) plus
               the most recent data during the
               current month.
       -----------------------------------------------------------------
        SMALL  SP Small-Cap Value Portfolio: seeks      Goldman Sachs
         CAP   long-term capital growth. The                Asset
        VALUE  Portfolio normally invests at least    Management, L.P.;
               80% its net assets plus borrowings        ClearBridge
               for investment purposes in the equity    Advisors, LLC
               securities of small capitalization
               companies. The Portfolio focuses on
               equity securities that are believed
               to be undervalued in the marketplace.
       -----------------------------------------------------------------
        LARGE  SP Strategic Partners Focused Growth   AllianceBernstein
         CAP   Portfolio: seeks long-term growth of     L.P.; Jennison
       GROWTH  capital. The Portfolio normally          Associates LLC
               invests at least 65% of total assets
               in equity-related securities of U.S.
               companies that the subadvisers
               believe to have strong capital
               appreciation potential. The
               Portfolio's strategy is to combine
               the efforts of two subadvisers and to
               invest in the favorite stock
               selection ideas of three portfolio
               managers (two of whom invest as a
               team). Each investment Sub-adviser to
               the Portfolio utilizes a growth
               style: Jennison selects approximately
               20 securities and AllianceBernstein
               selects approximately 30 securities.
               The portfolio managers build a
               portfolio with stocks in which they
               have the highest confidence and may
               invest more than 5% of the
               Portfolio's assets in any one issuer.
               The Portfolio is nondiversified,
               meaning it can invest a relatively
               high percentage of its assets in a
               small number of issuers. Investing in
               a nondiversified portfolio,
               particularly a portfolio investing in
               approximately 50 equity-related
               securities, involves greater risk
               than investing in a diversified
               portfolio because a loss resulting
               from the decline in the value of one
               security may represent a greater
               portion of the total assets of a
               nondiversified portfolio.
       -----------------------------------------------------------------
        LARGE  Stock Index Portfolio: seeks              Quantitative
         CAP   investment results that generally          Management
        BLEND  correspond to the performance of         Associates LLC
               publicly-traded common stocks. With
               the price and yield performance of
               the Standard & Poor's 500 Composite
               Stock Price Index (S&P 500) as the
               benchmark, the Portfolio normally
               invests at least 80% of investable
               assets in S&P 500 stocks. The S&P 500
               represents more than 70% of the total
               market value of all publicly-traded
               common stocks and is widely viewed as
               representative of publicly-traded
               common stocks as a whole. The
               Portfolio is not "managed" in the
               traditional sense of using market and
               economic analyses to select stocks.
               Rather, the portfolio manager
               purchases stocks in proportion to
               their weighting in the S&P 500.
       -----------------------------------------------------------------
        LARGE  SP T. Rowe Price Large-Cap Growth        T. Rowe Price
         CAP   Portfolio: seeks long-term capital      Associates, Inc.
       GROWTH  growth. Under normal circumstances,
               the Portfolio invests at least 80% of
               its net assets plus borrowings for
               investment purposes in the equity
               securities of large-cap companies.
               The Sub-adviser generally looks for
               companies with an above-average rate
               of earnings and cash flow growth and
               a lucrative niche in the economy that
               gives them the ability to sustain
               earnings momentum even during times
               of slow economic growth.
       -----------------------------------------------------------------


                                      30




       -----------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
        INTER-  SP International Growth Portfolio       Marsico Capital
       NATIONAL (formerly, SP William Blair            Management, LLC;
        EQUITY  International Growth Portfolio):        William Blair &
                seeks long-term capital appreciation.    Company, LLC.
                The Portfolio invests primarily in
                equity-related securities of foreign
                issuers. The Portfolio invests
                primarily in the common stock of
                large and medium-sized foreign
                companies, although it may also
                invest in companies of all sizes.
                Under normal circumstances, the
                Portfolio invests at least 65% of its
                total assets in common stock of
                foreign companies operating or based
                in at least five different countries,
                which may include countries with
                emerging markets. The Portfolio looks
                primarily for stocks of companies
                whose earnings are growing at a
                faster rate than other companies or
                which offer attractive growth
                potential.
       -----------------------------------------------------------------
                        ADVANCED SERIES TRUST
       -----------------------------------------------------------------
        ASSET   AST Advanced Strategies Portfolio:         LSV Asset
        ALLOCA  seeks a high level of absolute            Management;
        TION/   return. The Portfolio invests           Marsico Capital
       BALANCED primarily in a diversified portfolio      Management,
                of equity and fixed income securities    LLC; Pacific
                across different investment               Investment
                categories and investment managers.       Management
                The Portfolio pursues a combination       Company LLC
                of traditional and non-traditional         (PIMCO);
                investment strategies.                   T. Rowe Price
                                                       Associates, Inc.;
                                                        William Blair &
                                                        Company, L.L.C.
       -----------------------------------------------------------------
        ASSET   AST Aggressive Asset Allocation         AST Investment
        ALLOCA  Portfolio: seeks the highest            Services, Inc./
        TION/   potential total return consistent         Prudential
       BALANCED with its specified level of risk        Investments LLC
                tolerance. The Portfolio will invest
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 92.5% to 100% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 0% to 7.5% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Core Value       AllianceBernstein
         CAP    Portfolio: seeks long-term capital           L.P.
        VALUE   growth by investing primarily in
                common stocks. The Sub-advisor
                expects that the majority of the
                Portfolio's assets will be invested
                in the common stocks of large
                companies that appear to be
                undervalued. Among other things, the
                Portfolio seeks to identify
                compelling buying opportunities
                created when companies are
                undervalued on the basis of investor
                reactions to near-term problems or
                circumstances even though their
                long-term prospects remain sound. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Growth & Income  AllianceBernstein
         CAP    Portfolio: seeks long-term growth of         L.P.
        VALUE   capital and income while attempting
                to avoid excessive fluctuations in
                market value. The Portfolio normally
                will invest in common stocks (and
                securities convertible into common
                stocks). The Sub-advisor will take a
                value-oriented approach, in that it
                will try to keep the Portfolio's
                assets invested in securities that
                are selling at reasonable valuations
                in relation to their fundamental
                business prospects. The stocks that
                the Portfolio will normally invest in
                are those of seasoned companies.
       -----------------------------------------------------------------
        LARGE   AST AllianceBernstein Managed Index    AllianceBernstein
         CAP    500 Portfolio: seeks to outperform           L.P.
        BLEND   the Standard & Poor's 500 Composite
                Stock Price Index (the "S&P 500")
                through stock selection resulting in
                different weightings of common stocks
                relative to the index. The Portfolio
                will invest, under normal
                circumstances, at least 80% of its
                net assets in securities included in
                the S&P(R) 500.
       -----------------------------------------------------------------


                                      31




       -----------------------------------------------------------------
        STYLE/      INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       -----------------------------------------------------------------
         LARGE   AST American Century Income & Growth   American Century
          CAP    Portfolio: seeks capital growth with      Investment
         VALUE   current income as a secondary          Management, Inc.
                 objective. The Portfolio invests
                 primarily in common stocks that offer
                 potential for capital growth, and
                 may, consistent with its investment
                 objective, invest in stocks that
                 offer potential for current income.
                 The Sub-advisor utilizes a
                 quantitative management technique
                 with a goal of building an equity
                 portfolio that provides better
                 returns than the S&P 500 Index
                 without taking on significant
                 additional risk and while attempting
                 to create a dividend yield that will
                 be greater than the S&P 500 Index.
       -----------------------------------------------------------------
         ASSET   AST American Century Strategic         American Century
        ALLOCA   Allocation Portfolio (formerly known      Investment
         TION/   as AST American Century Strategic      Management, Inc.
       BALANCED  Balanced Portfolio): seeks capital
                 growth and current income. The
                 Sub-advisor intends to maintain
                 approximately 60% of the Portfolio's
                 assets in equity securities and the
                 remainder in bonds and other fixed
                 income securities. Both the
                 Portfolio's equity and fixed income
                 investments will fluctuate in value.
                 The equity securities will fluctuate
                 depending on the performance of the
                 companies that issued them, general
                 market and economic conditions, and
                 investor confidence. The fixed income
                 investments will be affected
                 primarily by rising or falling
                 interest rates and the credit quality
                 of the issuers.
       -----------------------------------------------------------------
         ASSET   AST Balanced Asset Allocation           AST Investment
        ALLOCA   Portfolio: seeks the highest           Services, Inc./
         TION/   potential total return consistent         Prudential
       BALANCED  with its specified level of risk       Investments LLC
                 tolerance. The Portfolio will invest
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 57.5% to 72.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 27.5% to 42.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         ASSET   AST Capital Growth Asset Allocation     AST Investment
        ALLOCA   Portfolio: seeks the highest           Services, Inc./
         TION/   potential total return consistent         Prudential
       BALANCED  with its specified level of risk       Investments LLC
                 tolerance. The Portfolio will invest
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 72.5% to 87.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 12.5% to 27.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
       SPECIALTY AST Cohen & Steers Realty Portfolio:    Cohen & Steers
                 seeks to maximize total return             Capital
                 through investment in real estate      Management, Inc.
                 securities. The Portfolio pursues its
                 investment objective by investing,
                 under normal circumstances, at least
                 80% of its net assets in securities
                 of real estate issuers. Under normal
                 circumstances, the Portfolio will
                 invest substantially all of its
                 assets in the equity securities of
                 real estate companies, i.e., a
                 company that derives at least 50% of
                 its revenues from the ownership,
                 construction, financing, management
                 or sale of real estate or that has at
                 least 50% of its assets in real
                 estate. Real estate companies may
                 include real estate investment trusts
                 or REITs.
       -----------------------------------------------------------------
         ASSET   AST Conservative Asset Allocation       AST Investment
        ALLOCA   Portfolio: seeks the highest           Services, Inc./
         TION/   potential total return consistent         Prudential
       BALANCED  with its specified level of risk       Investments LLC
                 tolerance. The Portfolio will invest
                 its assets in several other Advanced
                 Series Trust Portfolios. Under normal
                 market conditions, the Portfolio will
                 devote between 47.5% to 62.5% of its
                 net assets to underlying portfolios
                 investing primarily in equity
                 securities, and 37.5% to 52.5% of its
                 net assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments.
       -----------------------------------------------------------------
         LARGE   AST DeAM Large-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of capital by        Investment
         VALUE   investing primarily in the value          Management
                 stocks of larger companies. The         Americas, Inc.
                 Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 the value of its assets in the equity
                 securities of large-sized companies
                 included in the Russell 1000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 1000(R) Value Index,
                 but which attempts to outperform the
                 Russell 1000(R) Value Index through
                 active stock selection.
       -----------------------------------------------------------------


                                      32




        ----------------------------------------------------------------
         STYLE/     INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
          TYPE                                             ADVISOR/
                                                          SUB-ADVISOR
        ----------------------------------------------------------------
         SMALL   AST Neuberger Berman Small-Cap Growth  Neuberger Berman
          CAP    Portfolio (formerly known as AST DeAM  Management Inc.
         GROWTH  Small-Cap Growth Portfolio): seeks
                 maximum growth of investors' capital
                 from a portfolio of growth stocks of
                 smaller companies. The Portfolio
                 pursues its objective, under normal
                 circumstances, by primarily investing
                 at least 80% of its total assets in
                 the equity securities of small-sized
                 companies included in the Russell
                 2000 Growth(R) Index.
        ----------------------------------------------------------------
         SMALL   AST DeAM Small-Cap Value Portfolio:        Deutsche
          CAP    seeks maximum growth of investors'        Investment
         VALUE   capital by investing primarily in the     Management
                 value stocks of smaller companies.      Americas, Inc.
                 The Portfolio pursues its objective,
                 under normal market conditions, by
                 primarily investing at least 80% of
                 its total assets in the equity
                 securities of small-sized companies
                 included in the Russell 2000(R) Value
                 Index. The Sub-advisor employs an
                 investment strategy designed to
                 maintain a portfolio of equity
                 securities which approximates the
                 market risk of those stocks included
                 in the Russell 2000(R) Value Index,
                 but which attempts to outperform the
                 Russell 2000(R) Value Index.
        ----------------------------------------------------------------
         SMALL   AST Federated Aggressive Growth        Federated Equity
          CAP    Portfolio: seeks capital growth. The      Management
         GROWTH  Portfolio pursues its investment          Company of
                 objective by investing primarily in     Pennsylvania/
                 the stocks of small companies that     Federated Global
                 are traded on national security           Investment
                 exchanges, NASDAQ stock exchange and      Management
                 the over-the-counter-market. Small     Corp.; Federated
                 companies will be defined as               MDTA LLC
                 companies with market capitalizations
                 similar to companies in the Russell
                 2000 Growth Index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Balanced Target          First Trust
        ALLOCA-  Portfolio: seeks long-term capital      Advisors L.P.
         TION/   growth balanced by current income.
        BALANCED The Portfolio seeks to achieve its
                 objective by investing approximately
                 65% in common stocks and 35% in fixed
                 income securities. The Portfolio
                 allocates the equity portion of the
                 portfolio across five uniquely
                 specialized strategies - the Dow/SM/
                 Target Dividend, the Value Line(R)
                 Target 25, the Global Dividend Target
                 15, the NYSE(R) International Target
                 25, and the Target Small Cap. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy which utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST First Trust Capital Appreciation     First Trust
        ALLOCA-  Target Portfolio: seeks long-term       Advisors L.P.
         TION/   growth of capital. The Portfolio
        BALANCED seeks to achieve its objective by
                 investing approximately 80% in common
                 stocks and 20% in fixed income
                 securities. The portfolio allocates
                 the equity portion of the portfolio
                 across five uniquely specialized
                 strategies - the Value Line(R) Target
                 25, the Global Dividend Target 15,
                 the Target Small Cap, the Nasdaq(R)
                 Target 15, and the NYSE(R)
                 International Target 25. Each
                 strategy employs a quantitative
                 approach by screening common stocks
                 for certain attributes and/or using a
                 multi-factor scoring system to select
                 the common stocks. The fixed income
                 allocation is determined by the Dow
                 Jones Income strategy utilizes
                 certain screens to select bonds from
                 the Dow Jones Corporate Bond Index or
                 like-bonds not in the index.
        ----------------------------------------------------------------
         ASSET   AST UBS Dynamic Alpha Portfolio        UBS Global Asset
        ALLOCA-  (formerly known as AST Global             Management
         TION/   Allocation Portfolio): seeks to        (Americas) Inc.
        BALANCED maximize total return, consisting of
                 capital appreciation and current
                 income. The Portfolio invests in
                 securities and financial instruments
                 to gain exposure to global equity,
                 global fixed income and cash
                 equivalent markets, including global
                 currencies. The Portfolio may invest
                 in equity and fixed income securities
                 of issuers located within and outside
                 the United States or in open-end
                 investment companies advised by UBS
                 Global Asset Management (Americas)
                 Inc., the Portfolio's Sub-Advisor, to
                 gain exposure to certain global
                 equity and global fixed income
                 markets.
        ----------------------------------------------------------------


                                      33




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Goldman Sachs Concentrated Growth    Goldman Sachs
         CAP    Portfolio: seeks growth of capital in        Asset
        GROWTH  a manner consistent with the            Management, L.P.
                preservation of capital. Realization
                of income is not a significant
                investment consideration and any
                income realized on the Portfolio's
                investments, therefore, will be
                incidental to the Portfolio's
                objective. The Portfolio will pursue
                its objective by investing primarily
                in equity securities of companies
                that the Sub-advisor believes have
                the potential to achieve capital
                appreciation over the long-term. The
                Portfolio seeks to achieve its
                investment objective by investing,
                under normal circumstances, in
                approximately 30 - 45 companies that
                are considered by the Sub-advisor to
                be positioned for long-term growth.
       ------------------------------------------------------------------
       MID CAP  AST Goldman Sachs Mid-Cap Growth         Goldman Sachs
        GROWTH  Portfolio: seeks long-term capital           Asset
                growth. The Portfolio pursues its       Management, L.P.
                investment objective, by investing
                primarily in equity securities
                selected for their growth potential,
                and normally invests at least 80% of
                the value of its assets in medium
                capitalization companies. For
                purposes of the Portfolio,
                medium-sized companies are those
                whose market capitalizations
                (measured at the time of investment)
                fall within the range of companies in
                the Russell Mid Cap Growth Index. The
                Sub-advisor seeks to identify
                individual companies with earnings
                growth potential that may not be
                recognized by the market at large.
       ------------------------------------------------------------------
        FIXED   AST High Yield Portfolio: seeks a      Pacific Investment
        INCOME  high level of current income and may       Management
                also consider the potential for           Company LLC
                capital appreciation. The Portfolio         (PIMCO)
                invests, under normal circumstances,
                at least 80% of its net assets plus
                any borrowings for investment
                purposes (measured at time of
                purchase) in high yield, fixed-income
                securities that, at the time of
                purchase, are non-investment grade
                securities. Such securities are
                commonly referred to as "junk bonds".
       ------------------------------------------------------------------
        INTER-  AST JPMorgan International Equity         J.P. Morgan
       NATIONAL Portfolio: seeks long-term capital         Investment
        EQUITY  growth by investing in a diversified    Management Inc.
                portfolio of international equity
                securities. The Portfolio seeks to
                meet its objective by investing,
                under normal market conditions, at
                least 80% of its assets in a
                diversified portfolio of equity
                securities of companies located or
                operating in developed non-U.S.
                countries and emerging markets of the
                world. The equity securities will
                ordinarily be traded on a recognized
                foreign securities exchange or traded
                in a foreign over-the-counter market
                in the country where the issuer is
                principally based, but may also be
                traded in other countries including
                the United States.
       ------------------------------------------------------------------
        LARGE   AST Large-Cap Value Portfolio: seeks      Dreman Value
         CAP    current income and long-term growth     Management LLC,
        VALUE   of income, as well as capital             Hotchkis and
                appreciation. The Portfolio invests,     Wiley Capital
                under normal circumstances, at least    Management LLC;
                80% of its net assets in common           J.P. Morgan
                stocks of large cap U.S. companies.        Investment
                The Portfolio focuses on common         Management, Inc.
                stocks that have a high cash dividend
                or payout yield relative to the
                market or that possess relative value
                within sectors.
       ------------------------------------------------------------------
        FIXED   AST Lord Abbett Bond-Debenture           Lord, Abbett &
        INCOME  Portfolio: seeks high current income        Co. LLC
                and the opportunity for capital
                appreciation to produce a high total
                return. To pursue its objective, the
                Portfolio will invest, under normal
                circumstances, at least 80% of the
                value of its assets in fixed income
                securities and normally invests
                primarily in high yield and
                investment grade debt securities,
                securities convertible into common
                stock and preferred stocks. The
                Portfolio may find good value in high
                yield securities, sometimes called
                "lower-rated bonds" or "junk bonds,"
                and frequently may have more than
                half of its assets invested in those
                securities. At least 20% of the
                Portfolio's assets must be invested
                in any combination of investment
                grade debt securities, U.S.
                Government securities and cash
                equivalents. The Portfolio may also
                make significant investments in
                mortgage-backed securities. Although
                the Portfolio expects to maintain a
                weighted average maturity in the
                range of five to twelve years, there
                are no restrictions on the overall
                Portfolio or on individual
                securities. The Portfolio may invest
                up to 20% of its net assets in equity
                securities.
       ------------------------------------------------------------------


                                      34




       ------------------------------------------------------------------
        STYLE/     INVESTMENT OBJECTIVES/POLICIES          PORTFOLIO
         TYPE                                              ADVISOR/
                                                          SUB-ADVISOR
       ------------------------------------------------------------------
        LARGE   AST Marsico Capital Growth Portfolio:   Marsico Capital
         CAP    seeks capital growth. Income            Management, LLC
        GROWTH  realization is not an investment
                objective and any income realized on
                the Portfolio's investments,
                therefore, will be incidental to the
                Portfolio's objective. The Portfolio
                will pursue its objective by
                investing primarily in common stocks
                of larger, more established
                companies. In selecting investments
                for the Portfolio, the Sub-advisor
                uses an approach that combines "top
                down" economic analysis with "bottom
                up" stock selection. The "top down"
                approach identifies sectors,
                industries and companies that may
                benefit from the trends the
                Sub-advisor has observed. The
                Sub-advisor then looks for individual
                companies with earnings growth
                potential that may not be recognized
                by the market at large, utilizing a
                "bottom up" stock selection process.
                The Portfolio will normally hold a
                core position of between 35 and 50
                common stocks. The Portfolio may hold
                a limited number of additional common
                stocks at times when the Portfolio
                manager is accumulating new
                positions, phasing out existing or
                responding to exceptional market
                conditions.
       ------------------------------------------------------------------
        INTER-  AST MFS Global Equity Portfolio:         Massachusetts
       NATIONAL seeks capital growth. Under normal     Financial Services
        EQUITY  circumstances the Portfolio invests         Company
                at least 80% of its assets in equity
                securities of U.S. and foreign
                issuers (including issuers in
                developing countries). While the
                portfolio may invest its assets in
                companies of any size, the Portfolio
                generally focuses on companies with
                large capitalizations.
       ------------------------------------------------------------------
        LARGE   AST MFS Growth Portfolio: seeks          Massachusetts
         CAP    long-term capital growth and future    Financial Services
        GROWTH  income. Under normal market                 Company
                conditions, the Portfolio invests at
                least 80% of its total assets in
                common stocks and related securities,
                such as preferred stocks, convertible
                securities and depositary receipts,
                of companies. The Sub-advisor focuses
                on investing the Portfolio's assets
                in the stock of companies it believes
                to have above average earnings growth
                potential compared to other companies
                (growth companies). The Portfolio may
                invest up to 35% of its net assets in
                foreign securities.
       ------------------------------------------------------------------
       MID CAP  AST Mid Cap Value Portfolio: seeks to       EARNEST
        VALUE   provide capital growth by investing      Partners LLC/
                primarily in mid-capitalization          WEDGE Capital
                stocks that appear to be undervalued.   Management, LLP
                The Portfolio has a non-fundamental
                policy to invest, under normal
                circumstances, at least 80% of the
                value of its net assets in
                mid-capitalization companies.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Growth     Neuberger Berman
        GROWTH  Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. The
                Sub-adviser looks for fast-growing
                companies that are in new or rapidly
                evolving industries.
       ------------------------------------------------------------------
       MID CAP  AST Neuberger Berman Mid-Cap Value      Neuberger Berman
        VALUE   Portfolio: seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio primarily invests at least
                80% of its net assets in the common
                stocks of mid-cap companies. For
                purposes of the Portfolio, companies
                with equity market capitalizations
                that fall within the range of the
                Russell Midcap(R) Index at the time
                of investment are considered mid-cap
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies. Under
                the Portfolio's value-oriented
                investment approach, the Sub-advisor
                looks for well-managed companies
                whose stock prices are undervalued
                and that may rise in price before
                other investors realize their worth.
       ------------------------------------------------------------------
        FIXED   AST PIMCO Limited Maturity Bond        Pacific Investment
        INCOME  Portfolio: seeks to maximize total         Management
                return consistent with preservation       Company LLC
                of capital and prudent investment           (PIMCO)
                management. The Portfolio will invest
                in a diversified portfolio of
                fixed-income investment instruments
                of varying maturities. The average
                portfolio duration of the Portfolio
                generally will vary within a one- to
                three-year time frame based on the
                Sub-advisor's forecast for interest
                rates.
       ------------------------------------------------------------------
        ASSET   AST Preservation Asset Allocation        AST Investment
       ALLOCA-  Portfolio: seeks the highest            Services, Inc./
        TION/   potential total return consistent          Prudential
       BALANCED with its specified level of risk        Investments LLC
                tolerance. The Portfolio will invest
                its assets in several other Advanced
                Series Trust Portfolios. Under normal
                market conditions, the Portfolio will
                devote between 27.5% to 42.5% of its
                net assets to underlying portfolios
                investing primarily in equity
                securities, and 57.5% to 72.5% of its
                net assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments.
       ------------------------------------------------------------------


                                      35




      --------------------------------------------------------------------
       STYLE/      INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
        TYPE                                                ADVISOR/
                                                           SUB-ADVISOR
      --------------------------------------------------------------------
        SMALL   AST Small-Cap Value Portfolio: seeks       ClearBridge
         CAP    to provide long-term capital growth      Advisors, LLC;
        VALUE   by investing primarily in                 Dreman Value
                small-capitalization stocks that         Management LLC;
                appear to be undervalued. The              J.P. Morgan
                Portfolio will have a non-fundamental      Investment
                policy to invest, under normal          Management, Inc.;
                circumstances, at least 80% of the         Lee Munder
                value of its net assets in small        Investments, Ltd
                capitalization stocks. The Portfolio
                will focus on common stocks that
                appear to be undervalued.
      --------------------------------------------------------------------
        ASSET   AST T. Rowe Price Asset Allocation        T. Rowe Price
       ALLOCA-  Portfolio: seeks a high level of        Associates, Inc.
        TION/   total return by investing primarily
      BALANCED  in a diversified portfolio of fixed
                income and equity securities. The
                Portfolio normally invests
                approximately 60% of its total assets
                in equity securities and 40% in fixed
                income securities. This mix may vary
                depending on the sub-advisor's
                outlook for the markets. The
                Sub-advisor concentrates common stock
                investments in larger, more
                established companies, but the
                Portfolio may include small and
                medium-sized companies with good
                growth prospects. The fixed income
                portion of the Portfolio will be
                allocated among investment grade
                securities, high yield or "junk"
                bonds, emerging market securities,
                foreign high quality debt securities
                and cash reserves.
      --------------------------------------------------------------------
        FIXED   AST T. Rowe Price Global Bond             T. Rowe Price
       INCOME   Portfolio: seeks to provide high       International, Inc.
                current income and capital growth by
                investing in high-quality foreign and
                U.S. dollar-denominated bonds. The
                Portfolio will invest at least 80% of
                its total assets in fixed income
                securities, including high quality
                bonds issued or guaranteed by U.S. or
                foreign governments or their agencies
                and by foreign authorities, provinces
                and municipalities as well as
                investment grade corporate bonds and
                mortgage and asset-backed securities
                of U.S. and foreign issuers. The
                Portfolio generally invests in
                countries where the combination of
                fixed-income returns and currency
                exchange rates appears attractive,
                or, if the currency trend is
                unfavorable, where the Sub-advisor
                believes that the currency risk can
                be minimized through hedging. The
                Portfolio may also invest up to 20%
                of its assets in the aggregate in
                below investment-grade, high-risk
                bonds ("junk bonds"). In addition,
                the Portfolio may invest up to 30% of
                its assets in mortgage-related
                (including derivatives, such as
                collateralized mortgage obligations
                and stripped mortgage securities) and
                asset-backed securities.
      --------------------------------------------------------------------
      SPECIALTY AST T. Rowe Price Natural Resources       T. Rowe Price
                Portfolio: seeks long-term capital      Associates, Inc.
                growth primarily through the common
                stocks of companies that own or
                develop natural resources (such as
                energy products, precious metals and
                forest products) and other basic
                commodities. The Portfolio normally
                invests primarily (at least 80% of
                its total assets) in the common
                stocks of natural resource companies.
                The Portfolio looks for companies
                that have the ability to expand
                production, to maintain superior
                exploration programs and production
                facilities, and the potential to
                accumulate new resources. At least
                50% of Portfolio assets will be
                invested in U.S. securities, up to
                50% of total assets also may be
                invested in foreign securities.
      --------------------------------------------------------------------
                  GARTMORE VARIABLE INSURANCE TRUST
      --------------------------------------------------------------------
       INTER-   GVIT Developing Markets: seeks           NWD Management
      NATIONAL  long-term capital appreciation, under   & Research Trust/
       EQUITY   normal conditions by investing at        Gartmore Global
                least 80% of its total assets in            Partners
                stocks of companies of any size based
                in the world's developing economies.
                Under normal market conditions,
                investments are maintained in at
                least six countries at all times and
                no more than 35% of total assets in
                any single one of them.
      --------------------------------------------------------------------
                         JANUS ASPEN SERIES
      --------------------------------------------------------------------
        LARGE   Janus Aspen Series: Large Cap Growth      Janus Capital
         CAP    Portfolio - Service Shares: seeks        Management LLC
       GROWTH   long-term growth of capital in a
                manner consistent with the
                preservation of capital. The
                Portfolio invests at least 80% of its
                net assets plus the amount of any
                borrowings for investment purposes in
                common stocks of large-sized
                companies. Large-sized companies are
                those whose market capitalizations
                fall within the range of companies in
                the Russell 1000 Index at the time of
                purchase.
      --------------------------------------------------------------------


                                      36



 FIXED INTEREST RATE OPTIONS

 We offer two fixed interest rate options:
..   a one-year fixed interest rate option, and
..   a dollar cost averaging fixed rate option (DCA Fixed Rate Option).


 When you select one of these options, your payment will earn interest at the
 established rate for the applicable interest rate period. A new interest rate
 period is established every time you allocate or transfer money into a fixed
 interest rate option. (You may not transfer amounts from other investment
 options into the DCA Fixed Rate Option.) You may have money allocated in more
 than one interest rate period at the same time. This could result in your
 money earning interest at different rates and each interest rate period
 maturing at a different time. While these interest rates may change from time
 to time, they will not be less than the minimum interest rate dictated by
 applicable state law. The interest rates we pay on the fixed interest rate
 options may be influenced by the asset-based charges assessed against the
 Separate Account.

 Payments allocated to the fixed interest rate options become part of Pruco
 Life's general assets. Please note that if you elect Highest Daily Lifetime
 Five, you cannot invest in either of these fixed interest rate options.


 One-Year Fixed Interest Rate Option
 We set a one-year base guaranteed annual interest rate for the one-year fixed
 interest rate option. Additionally, we may provide a higher interest rate on
 each purchase payment allocated to this option for the first year after the
 payment for contracts sold on or after May 1, 2003, or upon subsequent state
 approval. This higher interest rate will not apply to amounts transferred from
 other investment options within the contract or amounts remaining in this
 option for more than one year.

 Dollar Cost Averaging Fixed Rate Option
 For contracts sold on or after May 1, 2003, or upon subsequent state approval,
 you may allocate all or part of your initial purchase payment to the DCA Fixed
 Rate Option (for all other contracts you may allocate all or part of a
 purchase payment to the DCA Fixed Rate Option). Under this option, you
 automatically transfer amounts over a stated period (currently, six or twelve
 months) from the DCA Fixed Rate Option to the variable investment options
 and/or to the one-year fixed interest rate option, as you select. We will
 invest the assets you allocate to the DCA Fixed Rate Option in our general
 account until they are transferred. Transfers to the one-year fixed interest
 rate option will remain in the general account.

 For contracts sold on or after May 1, 2003, or upon subsequent state approval,
 if you choose to allocate all or part of a purchase payment to the DCA Fixed
 Rate Option, the minimum amount of the purchase payment you may allocate is
 $2,000 (for all other contracts, the minimum amount is $5,000). The first
 periodic transfer will occur on the date you allocate your purchase payment to
 the DCA Fixed Rate Option. Subsequent transfers will occur on the monthly
 anniversary of the first transfer. Currently, you may choose to have the
 purchase payment allocated to the DCA Fixed Rate Option transferred to the
 selected variable investment options or to the one-year fixed interest rate
 option in either six or twelve monthly installments, and you may not change
 that number of monthly installments after you have chosen the DCA Fixed Rate
 Option. You may allocate to both the six-month and twelve-month options. For
 contracts sold on or after May 1, 2003, or upon subsequent state approval, you
 may allocate to both the six-month and twelve-month options, but the minimum
 amount of your initial purchase payment that may be allocated to one or the
 other is $2,000. (In the future, we may make available other numbers of
 transfers and other transfer schedules - for example, quarterly as well as
 monthly.)

 If you choose a six-payment transfer schedule, each transfer generally will
 equal  1/6/th/ of the amount you allocated to the DCA Fixed Rate Option, and
 if you choose a twelve-payment transfer schedule, each transfer generally will
 equal  1/12/th/ of the amount you allocated to the DCA Fixed Rate Option. In
 either case, the final transfer amount generally will also include the
 credited interest. You may change at any time the investment options into
 which the DCA Fixed Rate Option assets are transferred. You may make a one
 time transfer of the remaining value out of your DCA Fixed Rate Option, if you
 so choose. Transfers from the DCA Fixed Rate Option do not count toward the
 maximum number of free transfers allowed under the contract.

 If you make a withdrawal or have a fee assessed from your contract, and all or
 part of that withdrawal or fee comes out of the DCA Fixed Rate Option, we will
 recalculate the periodic transfer amount to reflect the change. This
 recalculation may include some or all of the interest credited to the date of
 the next scheduled transfer. If a withdrawal or fee assessment reduces the
 monthly transfer amount below $100, we will transfer the remaining balance in
 the DCA Fixed Rate Option on the next scheduled transfer date.

 By investing amounts on a regular basis instead of investing the total amount
 at one time, the DCA Fixed Rate Option may decrease the effect of market
 fluctuation on the investment of your purchase payment. Of course, dollar cost
 averaging cannot ensure a profit or protect against loss in a declining market.

                                      37



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 MARKET VALUE ADJUSTMENT OPTION
 The Market Value Adjustment Option is available to Strategic Partners
 FlexElite Contracts sold on or after May 1, 2003, or upon subsequent state
 approval. This option may not be available in your state.

 Under the market value adjustment option, we may offer one or more of several
 guarantee periods provided that the interest rate we are able to declare will
 be no less than the minimum interest rate dictated by applicable state law
 with respect to any guarantee period. This option is not available for
 contracts issued in some states. Please see your contract. The market value
 adjustment option is registered separately from the variable investment
 options, and the amount of market value adjustment option securities
 registered is stated in that registration statement.

 If amounts are withdrawn from a guarantee period, other than during the 30-day
 period immediately following the end of the guarantee period, they will be
 subject to a market value adjustment even if they are not subject to a
 withdrawal charge.

 You will earn interest on your invested purchase payment at the rate that we
 have declared for the guarantee period you have chosen. You must invest at
 least $1,000 if you choose this option.

 We refer to interest rates as annual rates, although we credit interest within
 each guarantee period on a daily basis. The daily interest that we credit is
 equal to the pro rated portion of the interest that would be earned on an
 annual basis. We credit interest from the business day on which your purchase
 payment is received in good order at the Prudential Annuity Service Center
 until the earliest to occur of any of the following events: (a) full surrender
 of the contract, (b) commencement of annuity payments or settlement, (c) end
 of the guarantee period, (d) transfer of value in the guarantee period,
 (e) payment of a death benefit, or (f) the date the amount is withdrawn.

 During the 30-day period immediately following the end of a guarantee period,
 we allow you to do any of the following, without the imposition of the market
 value adjustment:

 (a)withdraw or transfer the value of the guarantee period,
 (b)allocate the value to another available guarantee period or other
    investment option (provided that the new guarantee period ends prior to the
    annuity date). You will receive the interest rate applicable on the date we
    receive your instruction, or
 (c)apply the value in the guarantee period to the annuity or settlement option
    of your choice.


 If we do not receive instructions from you concerning the disposition of the
 Contract Value in your maturing guarantee period, we will reinvest the amount
 in the Prudential Money Market Portfolio investment option.


 During the 30-day period immediately following the end of the guarantee
 period, or until you elect to do (a), (b) or (c) delineated immediately above,
 you will receive the current interest rate applicable to the guarantee period
 having the same duration as the guarantee period that just matured, which is
 offered on the day immediately following the end of the matured guarantee
 period. However, if at that time we do not offer a guarantee period with the
 same duration as that which matured, you will then receive the current
 interest rate applicable to the shortest guarantee period then offered.

 Under the market value adjustment option, while your money remains in the
 contract for the full guarantee period, your principal amount is guaranteed by
 us and the interest amount that your money will earn is guaranteed by us to be
 at least the minimum interest rate dictated by applicable state law.

 Payments allocated to the market value adjustment option are held as a
 separate pool of assets. Any gains or losses experienced by these assets will
 not directly affect the contracts. The strength of our guarantees under these
 options is based on the overall financial strength of Pruco Life.

 Market Value Adjustment

 When you allocate a purchase payment or transfer Contract Value to a guarantee
 period, we use that money to buy and sell securities and other instruments to
 support our obligation to pay interest. Generally, we buy bonds for this
 purpose. The duration of the bonds and other instruments that we buy with
 respect to a particular guarantee period is influenced significantly by the
 length of the guarantee period. For example, we typically would acquire
 longer-duration bonds with respect to the 10 year guarantee period than we do
 for the 3 year guarantee period. The value of these bonds is affected by
 changes in interest rates, among other factors. The market value adjustment
 that we assess against your Contract Value if you withdraw or transfer outside
 the 30-day period discussed above involves our attributing to you a portion of
 our investment experience on these bonds and other instruments.


                                      38




 For example, if you make a full withdrawal when interest rates have risen
 since the time of your investment, the bonds and other investments in the
 guarantee period likely would have decreased in value, meaning that we would
 impose a "negative" market value adjustment on you (i.e., one that results in
 a reduction of the withdrawal proceeds that you receive.) For a partial
 withdrawal, we would deduct a negative market value adjustment from your
 remaining Contract Value. Conversely, if interest rates have decreased, the
 market value adjustment would be positive.


 Other things you should know about the market value adjustment include the
 following:

..   We determine the market value adjustment according to a mathematical
    formula, which is set forth at the end of this prospectus under the heading
    "Market-Value Adjustment Formula." In that section of the prospectus, we
    also provide hypothetical examples of how the formula works.
..   A negative market value adjustment could cause you to lose not only the
    interest you have earned but also a portion of your principal.

..   In addition to imposing a market value adjustment on withdrawals, we also
    will impose a market value adjustment on the Contract Value you apply to an
    annuity or settlement option, unless you annuitize within the 30-day period
    discussed above. The laws of certain states may prohibit us from imposing a
    market value adjustment on the annuity date.

 You should realize, however, that apart from the market value adjustment, the
 value of the benefits in your guarantee period does not depend on the
 investment performance of the bonds and other instruments that we hold with
 respect to your guarantee period. apart from the effect of any market value
 adjustment, we do not pass through to you the gains or losses on the bonds and
 other instruments that we hold in connection with a guarantee period.


 TRANSFERS AMONG OPTIONS

 Subject to certain restrictions, you can transfer money among the variable
 investment options and the one-year fixed interest rate option. The minimum
 transfer amount is the lesser of $250 or the amount in the investment option
 from which the transfer is to be made. In addition, you can transfer your
 Contract Value out of a market value adjustment guarantee period into another
 market value adjustment guarantee period, into a variable investment option,
 or into a one-year fixed interest rate option, although a market value
 adjustment will apply to any transfer you make outside the 30-day period
 discussed above. You may transfer Contract Value into the market value
 adjustment option at any time, provided it is at least $1,000.


 In general, you may make your transfer request by telephone, electronically,
 or otherwise in paper form to the Prudential Annuity Service Center. We have
 procedures in place to confirm that instructions received by telephone or
 electronically are genuine. We will not be liable for following unauthorized
 telephone or electronic instructions that we reasonably believed to be
 genuine. Your transfer request will take effect at the end of the business day
 on which it was received in good order by us, or by certain entities that we
 have specifically designated. Our business day generally closes at 4:00 p.m.
 Eastern time. Our business day may close earlier, for example if regular
 trading on the New York Stock Exchange closes early. Transfer requests
 received after the close of the business day will take effect at the end of
 the next business day.

 With regard to the market value adjustment option, you can specify the
 guarantee period from which you wish to transfer. If you request a transfer
 from the market value adjustment option, but you do not specify the guarantee
 period from which funds are to be taken, then we will transfer funds from the
 guarantee period that has the least time remaining until its maturity date.

 You can make transfers out of a fixed interest rate option, other than the DCA
 fixed rate option, only during the 30-day period following the end of the one
 year interest rate period. Transfers from the DCA fixed rate option are made
 on a periodic basis for the period that you select. transfers from the DCA
 fixed rate option cannot be made into the market value adjustment option but
 can be made into the fixed rate option, at our discretion. We currently allow
 transfers into the fixed rate option.


 During the contract accumulation phase, you can make up to 12 transfers each
 contract year, among the investment options, without charge. Currently we
 charge $10 for each transfer after the twelfth in a contract year, and we have
 the right to increase this charge up to $30. (Dollar Cost Averaging and
 Auto-Rebalancing transfers do not count toward the 12 free transfers per year.
 Nor do transfers made during the 30-day period immediately following the end
 of a guarantee period count against the 12 free transfers.) (As noted in the
 fee table, we have different transfer rules under the beneficiary continuation
 option). If a transfer that you request out of the market value adjustment
 option will be subject to a transfer charge, then:

..   We will deduct the transfer charge proportionally from the Contract Value
    in each guarantee period, where you have directed us to transfer funds from
    several guarantee periods; and
..   If you have directed us to transfer the full Contract Value out of a
    guarantee period, then we will first deduct the transfer charge and
    thereafter transfer the remaining amount; and

..   In any event, we will deduct the applicable transfer charge prior to
    effecting the transfer.

                                      39



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued


 For purposes of the 12 free transfers per year that we allow, we will treat
 multiple transfers that are submitted on the same business day as a single
 transfer.

 ADDITIONAL TRANSFER RESTRICTIONS
 We limit your ability to transfer among your contract's variable investment
 options as permitted by applicable law. We impose a yearly restriction on
 transfers. Specifically, once you have made 20 transfers among the subaccounts
 during a contract year, we will accept any additional transfer request during
 that year only if the request is submitted to us in writing with an original
 signature and otherwise is in good order. For purposes of this transfer
 restriction, we (i) do not view a facsimile transmission as a "writing",
 (ii) will treat multiple transfer requests submitted on the same business day
 as a single transfer, and (iii) do not count any transfer that involves one of
 our systematic programs, such as asset allocation and automated withdrawals.

 Frequent transfers among variable investment options in response to short-term
 fluctuations in markets, sometimes called "market timing," can make it very
 difficult for a portfolio manager to manage an underlying mutual fund's
 investments. Frequent transfers may cause the fund to hold more cash than
 otherwise necessary, disrupt management strategies, increase transaction
 costs, or affect performance. For those reasons, the contract was not designed
 for persons who make programmed, large, or frequent transfers.

 In light of the risks posed to contract owners and other fund investors by
 frequent transfers, we reserve the right to limit the number of transfers in
 any contract year for all existing or new contract owners, and to take the
 other actions discussed below. We also reserve the right to limit the number
 of transfers in any contract year or to refuse any transfer request for an
 owner or certain owners if: (a) we believe that excessive transfer activity
 (as we define it) or a specific transfer request or group of transfer requests
 may have a detrimental effect on accumulation unit values or the share prices
 of the underlying mutual funds; or (b) we are informed by a fund (e.g., by the
 fund's portfolio manager) that the purchase or redemption of fund shares must
 be restricted because the fund believes the transfer activity to which such
 purchase and redemption relates would have a detrimental effect on the share
 prices of the affected fund. Without limiting the above, the most likely
 scenario where either of the above could occur would be if the aggregate
 amount of a trade or trades represented a relatively large proportion of the
 total assets of a particular underlying mutual fund. In furtherance of our
 general authority to restrict transfers as described above, and without
 limiting other actions we may take in the future, we have adopted the
 following specific restrictions:

..   With respect to each variable investment option (other than the Prudential
    Money Market Portfolio), we track amounts exceeding a certain dollar
    threshold that were transferred into the option. If you transfer such
    amount into a particular variable investment option, and within 30 calendar
    days thereafter transfer (the "Transfer Out") all or a portion of that
    amount into another variable investment option, then upon the Transfer Out,
    the former variable investment option becomes restricted (the "Restricted
    Option"). Specifically, we will not permit subsequent transfers into the
    Restricted Option for 90 calendar days after the Transfer Out if the
    Restricted Option invests in a non-international fund, or 180 calendar days
    after the Transfer Out if the Restricted Option invests in an international
    fund. For purposes of this rule, we do not (i) count transfers made in
    connection with one of our systematic programs, such as asset allocation
    and automated withdrawals and (ii) categorize as a transfer the first
    transfer that you make after the contract date, if you make that transfer
    within 30 calendar days after the contract date. Even if an amount becomes
    restricted under the foregoing rules, you are still free to redeem the
    amount from your contract at any time.
..   We reserve the right to effect exchanges on a delayed basis for all
    contracts. That is, we may price an exchange involving a variable
    investment option on the business day subsequent to the business day on
    which the exchange request was received. Before implementing such a
    practice, we would issue a separate written notice to contract owners that
    explains the practice in detail. In addition, if we do implement a delayed
    exchange policy, we will apply the policy on a uniform basis to all
    contracts in the relevant class.

..   The Portfolios may have adopted their own policies and procedures with
    respect to excessive trading of their respective shares, and we reserve the
    right to enforce these policies and procedures. The prospectuses for the
    Portfolios describe any such policies and procedures, which may be more or
    less restrictive than the policies and procedures we have adopted. Under
    SEC rules, we are required to: (1) enter into a written agreement with each
    Portfolio or its principal underwriter that obligates us to provide to the
    Portfolio promptly upon request certain information about the trading
    activity of individual contract owners, and (2) execute instructions from
    the Portfolio to restrict or prohibit further purchases or transfers by
    specific contract owners who violate the excessive trading policies
    established by the Portfolio. In addition, you should be aware that some
    Portfolios may receive "omnibus" purchase and redemption orders from other
    insurance companies or intermediaries such as retirement plans. The omnibus
    orders reflect the aggregation and netting of multiple orders from
    individual owners of variable insurance contracts and/or individual
    retirement plan participants. The omnibus nature of these orders may limit
    the Portfolios in their ability to apply their excessive trading policies
    and procedures. In addition, the other insurance companies and/or
    retirement plans may have different policies and procedures or may not have
    any such policies and procedures because of contractual limitations. For
    these reasons, we cannot guarantee that the Portfolios (and thus the
    contract owners) will not be harmed by transfer activity relating to other
    insurance companies and/or retirement plans that may invest in the
    Portfolios.


                                      40




..   A Portfolio also may assess a short term trading fee in connection with a
    transfer out of the variable investment option investing in that Portfolio
    that occurs within a certain number of days following the date of
    allocation to the variable investment option. Each Portfolio determines the
    amount of the short term trading fee and when the fee is imposed. The fee
    is retained by or paid to the Portfolio and is not retained by us. The fee
    will be deducted from your Contract Value, to the extent allowed by law. At
    present, no Portfolio has adopted a short-term trading fee.

..   If we deny one or more transfer requests under the foregoing rules, we will
    inform you promptly of the circumstances concerning the denial.
..   We will not implement these rules in jurisdictions that have not approved
    contract language authorizing us to do so, or may implement different rules
    in certain jurisdictions if required by such jurisdictions. Contract owners
    in jurisdictions with such limited transfer restrictions, and contract
    owners who own variable life insurance or variable annuity contracts
    (regardless of jurisdiction) that do not impose the above-referenced
    transfer restrictions, might make more numerous and frequent transfers than
    contract owners who are subject to such limitations. Because contract
    owners who are not subject to the same transfer restrictions may have the
    same underlying mutual fund portfolios available to them, unfavorable
    consequences associated with such frequent trading within the underlying
    mutual fund (e.g., greater portfolio turnover, higher transaction costs, or
    performance or tax issues) may affect all contract owners. Apart from
    jurisdiction-specific and contract differences in transfer restrictions, we
    will apply these rules uniformly, and will not waive a transfer restriction
    for any contract owner.

 Although our transfer restrictions are designed to prevent excessive
 transfers, they are not capable of preventing every potential occurrence of
 excessive transfer activity.

 DOLLAR COST AVERAGING

 The dollar cost averaging (DCA) feature (which is distinct from the DCA Fixed
 Rate Option) allows you to systematically transfer either a fixed dollar
 amount or a percentage out of any variable investment option into any other
 variable investment options (or for contracts sold on or after May 1, 2003, or
 upon subsequent state approval, the one-year fixed interest rate option).
 Under this feature, you cannot make transfers into the market value adjustment
 option and transfers into a fixed rate option are at our discretion. You can
 have these automatic transfers occur monthly, quarterly, semiannually or
 annually. By investing amounts on a regular basis, instead of investing the
 total amount at one time, dollar cost averaging may decrease the effect of
 market fluctuation on the investment of your purchase payment. Of course,
 dollar cost averaging cannot ensure a profit or protect against a loss in
 declining markets.


 Transfers will be made automatically on the schedule you choose until the
 entire amount you chose to have transferred has been transferred or until you
 tell us to discontinue the transfers. You can allocate subsequent purchase
 payments to be transferred under this option at any time.

 Your transfers will occur on the last calendar day of each transfer period you
 have selected, provided that the New York Stock Exchange is open on that date.
 If the New York Stock Exchange is not open on a particular transfer date, the
 transfer will take effect on the next business day.

 Any dollar cost averaging transfers you make do not count toward the 12 free
 transfers you are allowed each contract year. The dollar cost averaging
 feature is available only during the contract accumulation phase and is
 offered without charge.

 ASSET ALLOCATION PROGRAM
 We recognize the value of having asset allocation models when deciding how to
 allocate your purchase payments among the investment options. If you choose to
 participate in the Asset Allocation Program, your representative will give you
 a questionnaire to complete that will help determine a program that is
 appropriate for you. Your asset allocation will be prepared based on your
 answers to the questionnaire. You will not be charged for this service, and
 you are not obligated to participate or to invest according to program
 recommendations.

 Asset allocation is a sophisticated method of diversification which allocates
 assets among classes in order to manage investment risk and enhance returns
 over the long term. However, asset allocation does not guarantee a profit or
 protect against a loss. You are not obligated to participate or to invest
 according to the program recommendations. We do not intend to provide any
 personalized investment advice in connection with these programs and you
 should not rely on these programs as providing individualized investment
 recommendations to you. The asset allocation programs do not guarantee better
 investment results. We reserve the right to terminate or change the asset
 allocation programs at any time. You should consult your representative before
 electing any asset allocation program.

 AUTO-REBALANCING
 Once your money has been allocated among the variable investment options, the
 actual performance of the investment options may cause your allocation to
 shift. For example, an investment option that initially holds only a small
 percentage of your assets could perform much better than another investment
 option. Over time, this option could increase to a larger percentage of your
 assets than you desire. You can direct us to automatically rebalance your
 assets to return to your original allocation percentage or to a

                                      41



 2: WHAT INVESTMENT OPTIONS CAN I CHOOSE? continued

 subsequent allocation percentage you select. We will rebalance only the
 variable investment options that you have designated. The DCA account cannot
 participate in this feature.

 You may choose to have your rebalancing occur monthly, quarterly, semiannually
 or annually. The rebalancing will occur on the last calendar day of the period
 you have chosen, provided that the New York Stock Exchange is open on that
 date. If the New York Stock Exchange is not open on that date, the rebalancing
 will take effect on the next business day.

 Any transfers you make because of auto-rebalancing are not counted toward the
 12 free transfers you are allowed per year. This feature is available only
 during the contract accumulation phase, and is offered without charge. If you
 choose auto-rebalancing and dollar cost averaging, auto-rebalancing will take
 place after the transfers from your DCA account.

 SCHEDULED TRANSACTIONS

 Scheduled transactions include transfers under dollar cost averaging, the
 asset allocation program, auto-rebalancing, systematic withdrawals, systematic
 investments, required minimum distributions, substantially equal periodic
 payments under Section 72(t) or 72(q) of the Internal Revenue Code of 1986, as
 amended (Code), and annuity payments. Scheduled transactions are processed and
 valued as of the date they are scheduled, unless the scheduled day is not a
 business day. In that case, the transaction will be processed and valued on
 the next business day, unless (with respect to required minimum distributions,
 substantially equal periodic payments under Section 72(t) or 72(q) of the
 Code, and annuity payments only), the next business day falls in the
 subsequent calendar year, in which case the transaction will be processed and
 valued on the prior business day.


 VOTING RIGHTS
 We are the legal owner of the shares of the underlying mutual funds used by
 the variable investment options. However, we vote the shares of the mutual
 funds according to voting instructions we receive from contract owners. When a
 vote is required, we will mail you a proxy which is a form that you need to
 complete and return to us to tell us how you wish us to vote. When we receive
 those instructions, we will vote all of the shares we own on your behalf in
 accordance with those instructions. We will vote fund shares for which we do
 not receive instructions, and any other shares that we own in our own right,
 in the same proportion as shares for which we receive instructions from
 contract owners. This voting procedure is sometimes referred to as "mirror
 voting" because, as indicated in the immediately preceding sentence, we mirror
 the votes that are actually cast, rather than decide on our own how to vote.
 In addition, because all the shares of a given mutual fund held within our
 separate account are legally owned by us, we intend to vote all of such shares
 when that underlying fund seeks a vote of its shareholders. As such, all such
 shares will be counted towards whether there is a quorum at the underlying
 fund's shareholder meeting and towards the ultimate outcome of the vote. Thus,
 under "mirror voting," it is possible that the votes of a small percentage of
 contract owners who actually vote will determine the ultimate outcome. We may
 change the way your voting instructions are calculated if it is required or
 permitted by federal or state regulation.

 SUBSTITUTION
 We may substitute one or more of the underlying mutual funds used by the
 variable investment options. We may also cease to allow investments in
 existing funds. We would not do this without the approval of the Securities
 and Exchange Commission (SEC) and any necessary state insurance departments.
 You will be given specific notice in advance of any substitution we intend to
 make.

 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION)

 PAYMENT PROVISIONS
 We can begin making annuity payments any time on or after the second contract
 anniversary (or as required by state law if different). Annuity payments must
 begin no later than the contract anniversary coinciding with or next following
 the annuitant's 95/th/ birthday (unless we agree to another date).

 Upon annuitization, any value in a guarantee period of the market value
 adjustment option may be subject to a market value adjustment.

 The Strategic Partners FlexElite variable annuity contract offers an optional
 Guaranteed Minimum Income Benefit, which we describe below. Your annuity
 options vary depending upon whether you choose this benefit.

 Depending upon the annuity option you choose, you may incur a withdrawal
 charge when the income phase begins. Currently, if permitted by state law, we
 deduct any applicable withdrawal charge if you choose Option 1 for a period
 shorter than five years (ten years for contracts sold on or after May 1, 2003,
 or upon subsequent state approval), Option 3, or certain other annuity options
 that

                                      42



 we may make available. We do not deduct a withdrawal charge if you choose
 Option 1 for a period of five years (ten years for contracts sold on or after
 May 1, 2003, or upon subsequent state approval) or longer or Option 2. For
 information about withdrawal charges, see Section 8, "What Are The Expenses
 Associated With The Strategic Partners FlexElite Contract?"


 Please note that annuitization essentially involves converting your Contract
 Value to an annuity payment stream, the length of which depends on the terms
 of the applicable annuity option. Thus, once annuity payments begin, your
 death benefit is determined solely under the terms of the applicable annuity
 payment option, and you no longer participate in any optional living benefit
 (unless you have annuitized under that benefit).


 PAYMENT PROVISIONS WITHOUT THE GUARANTEED MINIMUM INCOME BENEFIT
 We make the income plans described below available at any time before the
 annuity date. These plans are called "annuity options" or "settlement
 options." During the income phase, all of the annuity options under this
 contract are fixed annuity options. This means that your participation in the
 variable investment options ends on the annuity date. If an annuity option is
 not selected by the annuity date, the Life Income Annuity Option (Option 2,
 described below) will automatically be selected unless prohibited by
 applicable law. GENERALLY, ONCE THE ANNUITY PAYMENTS BEGIN, THE ANNUITY OPTION
 CANNOT BE CHANGED AND YOU CANNOT MAKE WITHDRAWALS. IN ADDITION TO THE ANNUITY
 PAYMENT OPTIONS DISCUSSED IN THIS SECTION, PLEASE NOTE THAT IF YOU CHOOSE THE
 OPTIONAL LIFETIME FIVE INCOME BENEFIT, THERE ARE ADDITIONAL ANNUITY PAYMENT
 OPTIONS THAT ARE ASSOCIATED WITH THAT BENEFIT. SEE SECTION 5 OF THIS
 PROSPECTUS FOR ADDITIONAL DETAILS.

 Option 1
 Annuity Payments for a Fixed Period: Under this option, we will make equal
 payments for the period chosen, up to 25 years (but not to exceed life
 expectancy). The annuity payments may be made monthly, quarterly,
 semiannually, or annually, as you choose, for the fixed period. If the
 annuitant dies during the income phase, payments will continue to the
 beneficiary for the remainder of the fixed period or, if the beneficiary so
 chooses, we will make a single lump sum payment. The amount of the lump sum
 payment is determined by calculating the present value of the unpaid future
 payments. This is done by using the interest rate used to compute the actual
 payments. The interest rate will be at least 1.50% a year for contracts sold
 on or after May 1, 2003, or upon subsequent state approval (and 3% a year for
 all other contracts).

 Option 2
 Life Income Annuity Option: Under this option, we will make annuity payments
 monthly, quarterly, semiannually, or annually as long as the annuitant is
 alive. If the annuitant dies before we have made 10 years worth of payments,
 we will pay the beneficiary in one lump sum the present value of the annuity
 payments scheduled to have been made over the remaining portion of that 10
 year period, unless we were specifically instructed that such remaining
 annuity payments continue to be paid to the beneficiary. The present value of
 the remaining annuity payments is calculated by using the interest rate used
 to compute the amount of the original 120 payments. The interest rate will be
 at least 3% a year.

 If an annuity option is not selected by the annuity date, this is the option
 we will automatically select for you, unless prohibited by applicable law. If
 the life income annuity option is prohibited by applicable law, then we will
 pay you a lump sum in lieu of this option.

 Option 3

 Interest Payment Option: Under this option, we will credit interest on the
 adjusted Contract Value until you request payment of all or part of the
 adjusted Contract Value. We can make interest payments on a monthly,
 quarterly, semiannual, or annual basis or allow the interest to accrue on your
 contract assets. Under this option, we will pay you interest at an effective
 rate of at least 1.50% a year for contracts sold on or after May 1, 2003, or
 upon subsequent state approval (and 3% a year for all other contracts). This
 option is not available if your contract is held in an IRA.

 Under this option, all gain in the annuity will be taxable as of the annuity
 date, however, you can withdraw part or all of the Contract Value that we are
 holding at any time.


 Other Annuity Options: We currently offer a variety of other annuity options
 not described above. At the time annuity payments are chosen, we may make
 available to you any of the fixed annuity options that are offered at your
 annuity date.

 TAX CONSIDERATIONS

 If your contract is held under a tax-favored plan, you should consider the
 required minimum distribution rules under the tax law when selecting your
 annuity option.


 GUARANTEED MINIMUM INCOME BENEFIT
 The Guaranteed Minimum Income Benefit (GMIB), is an optional feature that
 guarantees that once the income period begins, your income payments will be no
 less than the GMIB protected value applied to the GMIB guaranteed annuity
 purchase rates. If you

                                      43



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued

 want the Guaranteed Minimum Income Benefit, you must elect it when you make
 your initial purchase payment. Once elected, the Guaranteed Minimum Income
 Benefit cannot be revoked. This feature may not be available in your state.
 You may not elect both GMIB and the Lifetime Five Income Benefit.

 The GMIB protected value is calculated daily and is equal to the GMIB roll-up
 until the GMIB roll-up either reaches its cap or if we stop applying the
 annual interest rate based on the age of the annuitant, number of contract
 anniversaries, or number of years since the last GMIB reset, as described
 below. At this point, the GMIB protected value will be increased by any
 subsequent invested purchase payments and reduced by the effect of withdrawals.

 The Guaranteed Minimum Income Benefit is subject to certain restrictions
 described below.

..   The annuitant must be 75 or younger in order for you to elect the
    Guaranteed Minimum Income Benefit.

..   If you choose the Guaranteed Minimum Income Benefit, we will impose an
    annual charge equal to 0.50% for contracts sold on or after January 20,
    2004, or upon subsequent state approval (0.45% for all other contracts) of
    the average GMIB protected value, described below. The maximum GMIB charge
    is 1.00% of average GMIB protected value. Please note that the charge is
    calculated based on average GMIB protected value, not Contract Value. Thus,
    for example, the fee would not decline on account of a reduction in
    Contract Value. (In some states this fee may be lower.)

..   Under the contract terms governing the GMIB, we can require GMIB
    participants to invest only in designated underlying mutual funds or can
    require GMIB participants to invest according to an asset allocation model.

..   TO TAKE ADVANTAGE OF THE GUARANTEED MINIMUM INCOME BENEFIT, YOU MUST WAIT A
    CERTAIN AMOUNT OF TIME BEFORE YOU BEGIN THE INCOME PHASE. THE WAITING
    PERIOD IS THE PERIOD EXTENDING FROM THE CONTRACT DATE TO THE 7/TH/ CONTRACT
    ANNIVERSARY BUT, IF THE GUARANTEED MINIMUM INCOME BENEFIT HAS BEEN RESET
    (AS DESCRIBED BELOW), THE WAITING PERIOD IS THE 7 YEAR PERIOD BEGINNING
    WITH THE DATE OF THE MOST RECENT RESET. IN LIGHT OF THIS WAITING PERIOD
    UPON RESETS, IT IS NOT RECOMMENDED THAT YOU RESET YOUR GUARANTEED MINIMUM
    INCOME BENEFIT IF THE REQUIRED BEGINNING DATE UNDER IRS REQUIRED MINIMUM
    DISTRIBUTION PROVISIONS WOULD COMMENCE DURING THE 7 YEAR WAITING PERIOD.
    SEE "REQUIRED MINIMUM DISTRIBUTION PROVISIONS AND PAYMENT OPTIONS" IN
    SECTION 10 FOR ADDITIONAL INFORMATION ON IRS REQUIREMENTS.


 Once the waiting period has elapsed, you will have a 30-day period each year,
 beginning on the contract anniversary (or in the case of a reset, the
 anniversary of the most recent reset), during which you may begin the income
 phase with the Guaranteed Minimum Income Benefit by submitting the necessary
 forms in good order to the Prudential Annuity Service Center.

 GMIB Roll-Up

 The GMIB roll-up is equal to the invested purchase payments (after a reset,
 the Contract Value at the time of the reset), increased daily at an effective
 annual interest rate of 5% starting on the date each invested purchase payment
 is made, until the cap is reached (GMIB roll-up cap). We will reduce this
 amount by the effect of withdrawals. The GMIB roll-up cap is equal to two
 times each invested purchase payment (for a reset, two times the sum of
 (1) the Contract Value at the time of the reset, and (2) any invested purchase
 payments made subsequent to the reset).


 Even if the GMIB roll-up cap has not been reached, we will nevertheless stop
 increasing the GMIB roll-up value by the effective annual interest rate on the
 latest of:
..   the contract anniversary coinciding with or next following the annuitant's
    80/th/ birthday,
..   the 7/th/ contract anniversary, or
..   7 years from the most recent GMIB reset (as described below).

 However, even if we stop increasing the GMIB roll-up value by the effective
 annual interest rate, we will still increase the GMIB protected value by
 subsequent invested purchase payments, reduced by the effect of withdrawals.

 Effect of Withdrawals

 In any contract year when the GMIB protected value is increasing at the rate
 of 5%, withdrawals will first reduce the GMIB protected value on a
 dollar-for-dollar basis, by the same dollar amount of the withdrawal up to the
 first 5% of GMIB protected value, calculated on the contract anniversary (or,
 during the first contract year, on the contract date). Any withdrawals made
 after the dollar-for-dollar limit has been reached will proportionally reduce
 the GMIB protected value. We calculate the proportional reduction by dividing
 the Contract Value after the withdrawal by the Contract Value immediately
 following the withdrawal of any available dollar-for-dollar amount. The
 resulting percentage is multiplied by the GMIB protected value after
 subtracting the amount


                                      44



 of the withdrawal that does not exceed 5%. In each contract year during which
 the GMIB protected value has stopped increasing at the 5% rate, withdrawals
 will reduce the GMIB protected value proportionally. The GMIB roll-up cap is
 reduced by the sum of all reductions described above.

 The following examples of dollar-for-dollar and proportional reductions
 assume: 1.) the contract date and the effective date of the GMIB are
 January 1, 2006; 2.) an initial purchase payment of $250,000; 3.) an initial
 GMIB protected value of $250,000; 4.) an initial 200% cap of $500,000; and 5.)
 an initial dollar-for-dollar limit of $12,500 (5% of $250,000):

 Example 1. Dollar-for-dollar Reduction
 A $10,000 withdrawal is taken on February 1, 2006 (in the first contract
 year). No prior withdrawals have been taken. Immediately prior to the
 withdrawal, the GMIB protected value is $251,038.10 (the initial value
 accumulated for 31 days at an annual effective rate of 5%). As the amount
 withdrawn is less than the dollar-for-dollar limit:
..   The GMIB protected value is reduced by the amount withdrawn (i.e., by
    $10,000, from $251,038.10 to $241,038.10).
..   The GMIB 200% cap is reduced by the amount withdrawn (i.e., by $10,000,
    from $500,000 to $490,000).
..   The remaining dollar-for-dollar limit ("Remaining Limit") for the balance
    of the first contract year is also reduced by the amount withdrawn (from
    $12,500 to $2,500).

 Example 2. Dollar-for-dollar and Proportional Reductions

 A second $10,000 withdrawal is taken on March 1, 2006 (still within the first
 contract year). Immediately before the withdrawal, the Contract Value is
 $220,000 and the GMIB protected value is $241,941.95. As the amount withdrawn
 exceeds the Remaining Limit of $2,500 from Example 1:

..   The GMIB protected value is first reduced by the Remaining Limit (from
    $241,941.95 to $239,441.95).
..   The result is then further reduced by the ratio of A to B, where:
..   A is the amount withdrawn less the Remaining Limit ($10,000 - $2,500, or
    $7,500).

..   B is the Contract Value less the Remaining Limit ($220,000 - $2,500, or
    $217,500). The resulting GMIB protected value is: $239,441.95 X (1 -
    ($7,500/$217,500)), or $231,185.33.

..   The GMIB 200% cap is reduced by the sum of all reductions above ($490,000 -
    $2,500 - $8,256.62, or $479,243.38).
..   The Remaining Limit is set to zero (0) for the balance of the first
    contract year.

 Example 3. Dollar-for-dollar Limit in Second Contract Year
 A $10,000 withdrawal is made on the first anniversary of the contract date,
 January 1, 2007 (second contract year). Prior to the withdrawal, the GMIB
 protected value is $240,837.69. The dollar-for-dollar limit is equal to 5% of
 this amount, or $12,041.88. As the amount withdrawn is less than the
 dollar-for-dollar limit:
..   The GMIB protected value is reduced by the amount withdrawn (i.e., reduced
    by $10,000, from $240,837.69 to $230,837.69).
..   The GMIB 200% cap is reduced by the amount withdrawn (i.e., by $10,000,
    from $479,243.38 to $469,243.38).
..   The Remaining Limit for the balance of the second contract year is also
    reduced by the amount withdrawn (from $12,041.88 to $2,041.88).

 GMIB Reset Feature

 You may elect to "reset" your GMIB protected value to equal your current
 Contract Value twice over the life of the contract. You may only exercise this
 reset option if the annuitant has not yet reached his or her 76/th/ birthday.
 If you reset, you must wait a new 7-year period from the most recent reset to
 exercise the Guaranteed Minimum Income Benefit. Further, we will reset the
 GMIB roll-up cap to equal two times the GMIB protected value as of such date.
 Additionally, if you reset, we will determine the GMIB payout amount by using
 the GMIB guaranteed annuity purchase rates (specified in your contract) based
 on the number of years since the most recent reset. These purchase rates may
 be less advantageous than the rates that would have applied absent a reset.


 Payout Amount
 The Guaranteed Minimum Income Benefit payout amount is based on the age and
 sex (where applicable) of the annuitant (and, if there is one, the
 co-annuitant). After we first deduct a charge for any applicable premium taxes
 that we are required to pay, the payout amount will equal the greater of:

 1) the GMIB protected value as of the date you exercise the GMIB payout
    option, applied to the GMIB guaranteed annuity purchase rates (which are
    generally less favorable than the annuity purchase rates for annuity
    payments not involving GMIB) and based on the annuity payout option as
    described below, or


 2) the adjusted Contract Value - that is, the value of the contract adjusted
    for any market value adjustment minus any charge we impose for premium
    taxes and withdrawal charges - as of the date you exercise the GMIB payout
    option applied to the current annuity purchase rates then in use.


                                      45



 3: WHAT KIND OF PAYMENTS WILL I RECEIVE DURING THE INCOME PHASE?
 (ANNUITIZATION) continued


 GMIB Annuity Payout Options
 We currently offer two Guaranteed Minimum Income Benefit annuity payout
 options. Each option involves lifetime payments with a period certain of ten
 years. In calculating the amount of the payments under the GMIB, we apply
 certain assumed interest rates, equal to 2% annually for waiting a period of
 7-9 years, and 2.5% annually for waiting periods of 10 years or longer for
 contracts sold on or after January 20, 2004, or upon subsequent state approval
 (and 2.5% annually for a waiting period of 7-9 years, 3% annually for a
 waiting period of 10-14 years, and 3.5% annually for waiting periods of 15
 years or longer for all other contracts).

 GMIB Option 1
 Single Life Payout Option: We will make monthly payments for as long as the
 annuitant lives, with payments for a period certain. We will stop making
 payments after the later of the death of the annuitant or the end of the
 period certain.

 GMIB Option 2
 Joint Life Payout Option: In the case of an annuitant and co-annuitant, we
 will make monthly payments for the joint lifetime of the annuitant and
 co-annuitant, with payments for a period certain. If the co-annuitant dies
 first, we will continue to make payments until the later of the death of the
 annuitant and the end of the period certain. If the annuitant dies first, we
 will continue to make payments until the later of the death of the
 co-annuitant and the end of the period certain, but if the period certain ends
 first, we will reduce the amount of each payment to 50% of the original amount.

 You have no right to withdraw amounts early under either GMIB payout option.
 We may make other payout frequencies available, such as quarterly,
 semi-annually or annually.

 Because we do not impose a new waiting period for each subsequent purchase
 payment, if you choose the Guaranteed Minimum Income Benefit, we reserve the
 right to limit subsequent purchase payments if we discover that by the timing
 of your purchase payments, your GMIB protected value is increasing in ways we
 did not intend. In determining whether to limit purchase payments, we will
 look at purchase payments which are disproportionately larger than your
 initial purchase payment and other actions that may artificially increase the
 GMIB protected value. Certain state laws may prevent us from limiting your
 subsequent purchase payments. You must exercise one of the GMIB payout options
 described above no later than 30 days after the later of the contract
 anniversary coinciding with or next following the annuitant's attainment of
 age 95 (age 92 for contracts used as a funding vehicle for IRAs).


 You should note that GMIB is designed to provide a type of insurance that
 serves as a safety net only in the event that your Contract Value declines
 significantly due to negative investment performance. If your Contract Value
 is not significantly affected by negative investment performance, it is
 unlikely that the purchase of GMIB will result in your receiving larger
 annuity payments than if you had not purchased GMIB. This is because the
 assumptions that we use in computing the GMIB, such as the annuity purchase
 rates, (which include assumptions as to age-setbacks and assumed interest
 rates), are more conservative than the assumptions that we use in computing
 non-GMIB annuity payout options. Therefore, you may generate higher income
 payments if you were to annuitize a lower Contract Value at the current
 annuity purchase rates, than if you were to annuitize under the GMIB with a
 higher GMIB protected value than your Contract Value but at the annuity
 purchase rates guaranteed under the GMIB.


 Terminating The Guaranteed Minimum Income Benefit

 The Guaranteed Minimum Income Benefit cannot be terminated by the owner once
 elected. The GMIB automatically terminates as of the date the contract is
 fully surrendered, on the date the death benefit is payable to your
 beneficiary (unless your surviving spouse elects to continue the contract), or
 on the date that your Contract Value is transferred to begin making annuity
 payments. The GMIB may also be terminated if you designate a new annuitant who
 would not be eligible to elect the GMIB based on his or her age at the time of
 the change.

 Upon termination of the GMIB, we will deduct the charge from your Contract
 Value for the portion of the contract year since the prior contract
 anniversary (or the contract date if in the first contract year).


 HOW WE DETERMINE ANNUITY PAYMENTS
 Generally speaking, the annuity phase of the contract involves our
 distributing to you in increments the value that you have accumulated. We make
 these incremental payments either over a specified time period (e.g., 15
 years) (fixed period annuities) or for the duration of the life of the
 annuitant (and possibly co-annuitant) (life annuities). There are certain
 assumptions that are common to both fixed period annuities and life annuities.
 In each type of annuity, we assume that the value you apply at the outset
 toward your annuity payments earns interest throughout the payout period. For
 annuity options within the GMIB, this interest rate ranges from 2% to 2.5% for
 contracts sold on or after January 20, 2004, or upon subsequent state approval
 (and 2.5% to 3.5% for all other contracts). For non-GMIB annuity options, the
 guaranteed minimum rate is 3% (or 1.5% depending on the option elected and the
 version of the contract). The GMIB guaranteed annuity purchase rates in your
 contract depict the minimum amounts we

                                      46




 will pay (per $1000 of adjusted Contract Value). If our current annuity
 purchase rates on the annuity date are more favorable to you than the
 guaranteed rates, we will make payments based on those more favorable rates.


 Other assumptions that we use for life annuities and fixed period annuities
 differ, as detailed in the following overview:

 Fixed Period Annuities

 Currently, we offer fixed period annuities only under the Income Appreciator
 Benefit and non-GMIB annuity options. Generally speaking, in determining the
 amount of each annuity payment under a fixed period annuity, we start with the
 adjusted Contract Value, add interest assumed to be earned over the fixed
 period, and divide the sum by the number of payments you have requested. The
 life expectancy of the annuitant and co-annuitant are relevant to this
 calculation only in that we will not allow you to select a fixed period that
 exceeds life expectancy.


 Life Annuities
 There are more variables that affect our calculation of life annuity payments.
 Most importantly, we make several assumptions about the annuitant's or co-
 annuitant's life expectancy, including the following:
..   The Annuity 2000 Mortality Table is the starting point for our life
    expectancy assumptions. This table anticipates longevity of an insured
    population based on historical experience and reflecting anticipated
    experience for the year 2000.

 Guaranteed and GMIB Annuity Payments
 Because life expectancy has lengthened over the past few decades, and likely
 will increase in the future, our life annuity calculations anticipate these
 developments. We do this largely by making a hypothetical reduction in the age
 of the annuitant (or co-annuitant), in lieu of using the annuitant's (or
 co-annuitant's) actual age, in calculating the payment amounts. By using such
 a reduced age, we base our calculations on a younger person, who generally
 would live longer and therefore draw life annuity payments over a longer time
 period. Given the longer pay-out period, the payments made to the younger
 person would be less than those made to an older person. We make two such age
 adjustments:

 1. First, for all annuities, we start with the age of the annuitant (or
    co-annuitant) on his/her most recent birthday and reduce that age by either
    (a) four years, for life annuities under the GMIB sold in contracts on or
    after January 20, 2004, or upon subsequent state approval or (b) two years,
    with respect to guaranteed payments under life annuities not involving
    GMIB, as well as GMIB payments under contracts not described in
    (a) immediately above. For the reasons explained above in this section, the
    four year age reduction causes a greater reduction in the amount of the
    annuity payments than does the two-year age reduction.

 2. Second, for life annuities under both versions of GMIB as well as
    guaranteed payments under life annuities not involving GMIB, we make a
    further age reduction according to the table in your contract entitled
    "Translation of Adjusted Age." As indicated in the table, the further into
    the future the first annuity payment is, the longer we expect the person
    receiving those payments to live, and the more we reduce the annuitant's
    (or co-annuitant's) age.

 Current Annuity Payments
 Immediately above, we have referenced how we determine annuity payments based
 on "guaranteed" annuity purchase rates. By "guaranteed" annuity purchase
 rates, we mean the minimum annuity purchase rates that are set forth in your
 annuity contract and thus contractually guaranteed by us. "Current" annuity
 purchase rates, in contrast, refer to the annuity purchase rates that we are
 applying to contracts that are entering the annuity phase at a given point in
 time. These current annuity purchase rates vary from period to period,
 depending on changes in interest rates and other factors. We do not guarantee
 any particular level of current annuity purchase rates. When calculating
 current annuity purchase rates, we use the actual age of the annuitant (or
 co-annuitant), rather than any reduced age.

 4: WHAT IS THE DEATH BENEFIT?

 THE DEATH BENEFIT FEATURE PROTECTS THE CONTRACT VALUE FOR THE BENEFICIARY.

 BENEFICIARY
 The beneficiary is the person(s) or entity you name to receive any death
 benefit. The beneficiary is named at the time the contract is issued, unless
 you change it at a later date. Unless an irrevocable beneficiary has been
 named, during the accumulation period you can change the beneficiary at any
 time before the owner or last survivor, if there are spousal joint owners,
 dies. However, if the contract is jointly owned, the owner must name the joint
 owner and the joint owner must name the owner as the beneficiary. For
 entity-owned contracts, we pay a death benefit upon the death of the annuitant.

 CALCULATION OF THE DEATH BENEFIT
 If the sole owner dies during the accumulation phase, we will, upon receiving
 appropriate proof of death and any other needed documentation in good order
 (proof of death), pay a death benefit to the beneficiary designated by the
 owner. If there is a sole

                                      47



 4: WHAT IS THE DEATH BENEFIT? continued


 owner and there is only one beneficiary who is the owner's spouse, then the
 surviving spouse may continue the contract under the Spousal Continuance
 Benefit. If there are an owner and joint owner of the contract, and the
 owner's spouse is both the joint owner and the beneficiary on the date of
 death, then, at the death of the first to die, the death benefit will be paid
 to the surviving owner, or the surviving owner may continue the contract under
 the Spousal Continuance Benefit (FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003,
 OR UPON SUBSEQUENT STATE APPROVAL. FOR ALL OTHER CONTRACTS, if the owner and
 joint owner are spouses we will pay this death benefit upon the death of the
 last surviving spouse who continues the contract as the sole owner.) If the
 contract has an owner and a joint owner and they are not spouses at the time
 one dies, we will pay the Contract Value and the contract will end. Joint
 ownership may not be allowed in your state.


 Upon receiving appropriate proof of death, the beneficiary will receive the
 greater of the following:

 1) The current Contract Value (as of the time we receive proof of death in
    good order). We impose no market value adjustment on Contract Value held
    within the market value adjustment option when a death benefit is paid.


 2) Either the base death benefit, which equals the total invested purchase
    payments you have made proportionally reduced by any withdrawals, or (i) if
    you have chosen a Guaranteed Minimum Death Benefit (GMDB), the GMDB
    protected value or (ii) if you have chosen the Highest Daily Value Death
    Benefit, a death benefit equal to the highest daily value (computed as
    detailed below in this section).

 FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL,
 you may elect (i) the Guaranteed Minimum Death Benefit if you are age 85 or
 younger when you purchase the contract or (ii) the Highest Daily Value Death
 Benefit if you are 79 or younger when you purchase the contract.

 FOR ALL OTHER CONTRACTS, you may elect the base death benefit if you are 85 or
 younger and you may elect a GMDB if you are 79 or younger when you purchase
 the contract.

 GUARANTEED MINIMUM DEATH BENEFIT
 The Guaranteed Minimum Death Benefit provides for the option to receive an
 enhanced death benefit upon the death of the sole owner or the first to die of
 the owner or joint owner during the accumulation phase. You cannot elect a
 GMDB option if you choose the Highest Daily Value Death Benefit.

 The GMDB protected value option can be equal to the:
..   GMDB roll-up,
..   GMDB step-up, or
..   Greater of the GMDB roll-up and the GMDB step-up.

 The GMDB protected value is calculated daily.

 GMDB Roll-Up
 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS LESS THAN AGE
 80 ON THE CONTRACT DATE, the GMDB roll-up is equal to the invested purchase
 payments, increased daily at an effective annual interest rate of 5% (SUBJECT
 TO A 200% CAP FOR CONTRACTS SOLD PRIOR TO MAY 1, 2003, OR UPON SUBSEQUENT
 STATE APPROVAL) starting on the date that each invested purchase payment is
 made. The GMDB roll-up value (AND THE CAP FOR CONTRACTS SOLD PRIOR TO MAY 1,
 2003, OR UPON SUBSEQUENT STATE APPROVAL) will increase by subsequent invested
 purchase payments and reduce by the effect of withdrawals.

 We stop increasing the GMDB roll-up by the effective annual interest rate on
 the later of:
..   the contract anniversary coinciding with or next following the sole owner's
    or older owner's 80/th/ birthday, or
..   the 5/th/ contract anniversary (Applicable only to contracts sold on or
    after May 1, 2003, or upon subsequent state approval).

 However, the GMDB protected value will still increase by subsequent invested
 purchase payments and reduce by the effect of withdrawals.

 FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL,
 withdrawals will first reduce the GMDB protected value on a dollar-for-dollar
 basis up to the first 5% of GMDB protected value calculated on the contract
 anniversary (on the contract date in the first contract year), then
 proportionally by any amounts exceeding the 5%. FOR ALL OTHER CONTRACTS,
 withdrawals will reduce the GMDB protected value and the cap proportionally.

                                      48



 FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL,
 if the sole owner or the older of the owner and joint owner is between age 80
 and 85 on the contract date, the GMDB roll-up is equal to the invested
 purchase payments, increased daily at an effective annual interest rate of 3%
 of all invested purchase payments, starting on the date that each invested
 purchase payment is made. We will increase the GMDB roll-up by subsequent
 invested purchase payments and reduce it by the effect of withdrawals.

 We stop increasing the GMDB roll-up by the effective annual interest rate on
 the 5th contract anniversary. However we will continue to reduce the GMDB
 protected value by the effect of withdrawals.

 Withdrawals will first reduce the GMDB protected value on a dollar-for-dollar
 basis up to the first 3% of GMDB protected value calculated on the contract
 anniversary (on the contract date in the first contract year), then
 proportionally by any amounts exceeding the 3%.

 GMDB Step-Up

 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS LESS THAN AGE
 80 ON THE CONTRACT DATE, the GMDB step-up before the first contract
 anniversary is the initial invested purchase payment increased by subsequent
 invested purchase payments, and proportionally reduced by the effect of
 withdrawals. The GMDB step-up on each contract anniversary will be the greater
 of the previous GMDB step-up and the Contract Value as of such contract
 anniversary. Between contract anniversaries, the GMDB step-up will increase by
 invested purchase payments and reduce proportionally by withdrawals.

 We stop increasing the GMDB step-up by any appreciation in the Contract Value
 on the later of:

..   the contract anniversary coinciding with or next following the sole or
    older owner's 80/th/ birthday, or
..   the 5/th/ contract anniversary (APPLICABLE ONLY TO CONTRACTS SOLD ON OR
    AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL.)

 However, we still increase the GMDB protected value by subsequent invested
 purchase payments and proportionally reduce it by withdrawals.

 Here is an example of a proportional reduction:


 The current Contract Value is $100,000 and the protected value is $80,000. The
 owner makes a withdrawal that reduces the Contract Value by 25% (including the
 effect of any withdrawal charges). The new protected value is $60,000, or 75%
 of what it was before the withdrawal.

 IF THE SOLE OWNER OR THE OLDER OF THE OWNER AND JOINT OWNER IS BETWEEN AGE 80
 AND 85 ON THE CONTRACT DATE, the GMDB step-up before the third contract
 anniversary is the sum of invested purchase payments, reduced by the effect of
 withdrawals. On the third contract anniversary, we will adjust the GMDB
 step-up to the greater of the then current GMDB step-up or the Contract Value
 as of that contract anniversary. Thereafter, we will only increase the GMDB
 protected value by subsequent invested purchase payments and proportionally
 reduce it by withdrawals.


 Greater of Step-up and Roll-up Guaranteed Minimum Death Benefit
 Under this option, the protected value is equal to the greater of the step-up
 value and the roll-up value.


 If you have chosen the base death benefit and death occurs after age 80, the
 beneficiary will receive the base death benefit described above. If you have
 chosen the Guaranteed Minimum Death Benefit option and death occurs on or
 after age 80, the beneficiary will receive the greater of: 1) the current
 Contract Value as of the date that due proof of death is received, and 2) the
 protected value of the GMDB roll-up or the GMDB step-up reduced proportionally
 by any subsequent withdrawals.


 HIGHEST DAILY VALUE DEATH BENEFIT

 The Highest Daily Value Death Benefit (HDV) is a feature under which the death
 benefit may be "stepped-up" on a daily basis to reflect increasing Contract
 Value. HDV is currently being offered in those jurisdictions where we have
 received regulatory approval, but is not being offered within the original
 version of the Strategic Partners FlexElite contracts. Certain terms and
 conditions may differ between jurisdictions once approved. The HDV is not
 available if you elect the Guaranteed Minimum Death Benefit. Currently, HDV
 can only be elected at the time you purchase your contract. Please note that
 you may not terminate the HDV death benefit once elected. Moreover, because
 this benefit may not be terminated once elected, you must, as detailed below,
 keep your Contract Value allocated to certain Prudential Series Fund asset
 allocation portfolios.


 Under HDV, the amount of the benefit depends on whether the "target date" is
 reached. The target date is reached upon the later of the contract anniversary
 coinciding with or next following the elder owner's (or annuitant's, if entity
 owned) 80/th/ birthday or five

                                      49



 4: WHAT IS THE DEATH BENEFIT? continued


 years after the contract date. Prior to the target date, the death benefit
 amount is increased on any business day if the Contract Value on that day
 exceeds the most recently determined death benefit amount under this option.
 These possible daily adjustments cease on and after the target date, and
 instead adjustments are made only for purchase payments and withdrawals.


 IF THE CONTRACT HAS ONE CONTRACT OWNER, the contract owner must be age 79 or
 less at the time the HDV is elected. If the contract has joint owners, the
 older owner must be age 79 or less. If there are joint owners, death of the
 owner refers to the first to die of the joint owners. If the contract is owned
 by an entity, the annuitant must be age 79 or less, and death of the contract
 owner refers to the death of the annuitant.


 Owners electing this benefit prior to December 5, 2005, were required to
 allocate Contract Value to one or more of the following asset allocation
 portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
 Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
 Allocation Portfolio. Owners electing this benefit on or after December 5,
 2005, must allocate Contract Value to one or more of the following asset
 allocation portfolios of Advanced Series Trust: AST Capital Growth Asset
 Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST
 Conservative Asset Allocation Portfolio, AST Preservation Asset Allocation
 Portfolio, AST Advanced Strategies Portfolio, AST First Trust Balanced Target
 Portfolio, AST First Trust Capital Appreciation Target Portfolio, AST UBS
 Dynamic Alpha Portfolio, American Century Strategic Allocation Portfolio, or
 AST T. Rowe Price Asset Allocation Portfolio. In general, you must allocate
 your Contract Value in accordance with the then-available option(s) that we
 may prescribe, in order to elect and maintain the Highest Daily Value Death
 Benefit. If, subsequent to your election of the benefit, we change our
 requirements for how Contract Value must be allocated under the benefit, that
 new requirement will apply only to new elections of the benefit, and will not
 compel you to re-allocate your Contract Value in accordance with our
 newly-adopted requirements. All subsequent transfers and purchase payments
 will be subject to the new investment limitations.


 The HDV death benefit depends on whether death occurs before or after the
 Death Benefit Target Date.

       If the Contract Owner dies before the Death Benefit Target Date, the
       Death Benefit equals the greater of:

       -- the base death benefit; and
       -- the HDV as of the contract owner's date of death.

       If the Contract Owner Dies on or after the Death Benefit Target Date,
       the Death Benefit equals the greater of:

       -- the base death benefit; and
       -- the HDV on the Death Benefit Target Date plus the sum of all purchase
          payments less the sum of all proportional withdrawals since the Death
          Benefit Target Date.

       The amount determined by this calculation is increased by any purchase
       payments received after the contract owner's date of death and decreased
       by any proportional withdrawals since such date.

 CALCULATION OF THE HIGHEST DAILY VALUE DEATH BENEFIT

 Examples of Highest Daily Value Death Benefit Calculation
 The following are examples of how the HDV death benefit is calculated. Each
 example assumes an initial purchase payment of $50,000. Each example assumes
 that there is one contract owner who is age 70 on the contract date.

 Example with Market Increase and Death Before Death Benefit Target Date

 Assume that the contract owner's Contract Value has generally been increasing
 due to positive market performance and that no withdrawals have been made. On
 the date we receive due proof of death, the Contract Value is $75,000;
 however, the Highest Daily Value was $90,000. Assume as well that the contract
 owner has died before the Death Benefit Target Date. The death benefit is
 equal to the greater of HDV or the base death benefit. The death benefit would
 be the Highest Daily Value ($90,000) because it is greater than the amount
 that would have been payable under the base death benefit ($75,000).


                                      50



 Example with Withdrawals

 Assume that the Contract Value has been increasing due to positive market
 performance and the contract owner made a withdrawal of $15,000 in contract
 year 7 when the Contract Value was $75,000. On the date we receive due proof
 of death, the Contract Value is $80,000; however, the Highest Daily Value
 ($90,000) was attained during the fifth contract year. Assume as well that the
 contract owner has died before the Death Benefit Target Date. The Death
 Benefit is equal to the greater of the Highest Daily Value (proportionally
 reduced by the subsequent withdrawal) or the base death benefit.



                          
         Highest Daily Value   =$90,000 - [$90,000 * $15,000/$75,000]
                               =$90,000 - $18,000
                               =$72,000



                  
  Base Death Benefit   =max [$80,000, $50,000 - ($50,000 * $15,000/$75,000)]
                       =max [$80,000, $40,000]
                       =$80,000


       The death benefit therefore is $80,000.

 Example with Death after Death Benefit Target Date

 Assume that the contract owner's Contract Value has generally been increasing
 due to positive market performance and that no withdrawals had been made prior
 to the Death Benefit Target Date. Further assume that the contract owner dies
 after the Death Benefit Target Date, when the Contract Value is $75,000. The
 Highest Daily Value on the Death Benefit Target Date was $80,000; however,
 following the Death Benefit Target Date, the contract owner made a purchase
 payment of $15,000 and later had taken a withdrawal of $5,000 when the
 Contract Value was $70,000. The death benefit is equal to the greater of the
 Highest Daily Value on the Death Benefit Target Date plus purchase payments
 minus proportional withdrawals after the Death Benefit Target Date or the base
 death benefit.



                 
Highest Daily Value   =$80,000 + $15,000 - [($80,000 + $15,000) * $5,000/$70,000]
                      =$80,000 + $15,000 - $6,786
                      =$88,214



                
Base Death Benefit   =max [$75,000, ($50,000 + $15,000) - [($50,000 + $15,000) * $5,000/$70,000]]
                     =max [$75,000, $60,357]
                     =$75,000


       The death benefit therefore is $88,214.


 PAYOUT OPTIONS
 The beneficiary may, within 60 days of providing proof of death, choose to
 take the death benefit under one of several death benefit payout options
 listed below.

 With respect to a death benefit paid before March 19, 2007, the death benefit
 payout options were:

 Choice 1. Lump sum payment of the death benefit. If the beneficiary does not
 choose a payout option within sixty days, the beneficiary will receive this
 payout option.

 Choice 2. The payment of the entire death benefit within a period of 5 years
 from the date of death of the first-to-die of the owner or joint owner.

 The entire death benefit will include any increases or losses resulting from
 the performance of the variable or fixed interest rate options during this
 period. During this period the beneficiary may: reallocate the Contract Value
 among the variable, fixed interest rate, or the market value adjustment
 options; name a beneficiary to receive any remaining death benefit in the
 event of the beneficiary's death; and make withdrawals from the Contract
 Value, in which case, any such withdrawals will not be subject to any
 withdrawal charges. However, the beneficiary may not make any purchase
 payments to the contract.

 During this 5-year period, we will continue to deduct from the death benefit
 proceeds the charges and costs that were associated with the features and
 benefits of the contract. Some of these features and benefits may not be
 available to the beneficiary.

 Choice 3. Payment of the death benefit under an annuity or annuity settlement
 option over the lifetime of the beneficiary or over a period not extending
 beyond the life expectancy of the beneficiary with distribution beginning
 within one year of the date of death of the owner.


                                      51



 4: WHAT IS THE DEATH BENEFIT? continued



 If the owner and joint owner are spouses, any portion of the death benefit not
 applied under Choice 3 within one year of the date of death of the first to
 die must be distributed within five years of that date of death.

 The tax consequences to the beneficiary vary among the three death benefit
 payout options. See Section 10, "What Are The Tax Considerations Associated
 With The Strategic Partners FlexElite Contract?"

 With respect to a death benefit paid on or after March 19, 2007, unless the
 surviving spouse opts to continue the contract (or spousal continuance is
 required under the terms of your contract), a beneficiary may, within 60 days
 of providing proof of death, take the death benefit as follows:

 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS - CONTRACTS OWNED BY INDIVIDUALS
 (NOT ASSOCIATED WITH TAX-FAVORED PLANS)

 Except in the case of spousal continuance as described below, upon your death,
 certain distributions must be made under the contract. The required
 distributions depend on whether you die before you start taking annuity
 payments under the contract or after you start taking annuity payments under
 the contract.

 If you die on or after the annuity date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 In the event of your death before the annuity date, the death benefit must be
 distributed:
  .   within five (5) years from the date of death; or
  .   as a series of annuity payments not extending beyond the life expectancy
      of the beneficiary or over the life of the beneficiary. Payments under
      this option must begin within one year of the date of death.

 Unless you have made an election prior to death benefit proceeds becoming due,
 a beneficiary can elect to receive the death benefit proceeds under the
 Beneficiary Continuation Option as described below in the section entitled
 "Beneficiary Continuation Option," or as a series of fixed annuity payments.
 See the section entitled "What Kind of Payments Will I Receive During the
 Income Phase?"

 ALTERNATIVE DEATH BENEFIT PAYMENT OPTIONS - CONTRACTS HELD BY TAX-FAVORED PLANS

 The Code provides for alternative death benefit payment options when a
 contract is used as an IRA, 403(b) or other "qualified investment" that
 requires minimum distributions. Upon your death under an IRA, 403(b) or other
 "qualified investment", the designated beneficiary may generally elect to
 continue the contract and receive Required Minimum Distributions under the
 contract, instead of receiving the death benefit in a single payment. The
 available payment options will depend on whether the you die before the date
 Required Minimum Distributions under the Code were to begin, whether you have
 named a designated beneficiary and whether the beneficiary is your surviving
 spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st /of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life or life expectancy of the designated
      beneficiary (provided such payments begin by December 31/st/ of the year
      following the year of death). However, if your surviving spouse is the
      beneficiary, the death benefit can be paid out over the life or life
      expectancy of your spouse with such payments beginning no later than
      December 31/st /of the year following the year of death or
      December 31/st/ of the year in which you would have reached age 70 1/2,
      which ever is later. Additionally, if the contract is payable to (or for
      the benefit of) your surviving spouse, that portion of the contract may
      be continued with your spouse as the owner.

  .   If you die before a designated beneficiary is named and before the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out within five years from the date of death. For
      contracts where multiple beneficiaries have been named and at least one
      of the beneficiaries does not qualify as a designated beneficiary and the
      account has not been divided into separate accounts by December 31/st/ of
      the year following the year of death, such contract is deemed to have no
      designated beneficiary.

  .   If you die before a designated beneficiary is named and after the date
      Required Minimum Distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 3/1st /of the year following the year of death, such contract
      is deemed to have no designated beneficiary.


                                      52




 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the Minimum Distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date Required Minimum Distributions must begin under
 the Code.

 The tax consequences to the beneficiary may vary among the different death
 benefit payment options. See the Tax Considerations section of this
 prospectus, and consult your tax advisor.

 Beneficiary Continuation Option
 Instead of receiving the death benefit in a single payment, or under an
 annuity option, a beneficiary may take the death benefit under an alternative
 death benefit payment option, as provided by the Code and described above.
 This "Beneficiary Continuation Option" is described below and is available for
 an IRA, Roth IRA, SEP IRA, 403(b), or a non-qualified contract.

 Under the Beneficiary Continuation Option:
  .   The Owner's contract will be continued in the Owner's name, for the
      benefit of the beneficiary.
  .   The beneficiary will incur a Settlement Service Charge which is an annual
      charge assessed on a daily basis against the average assets allocated to
      the Sub-accounts. The charge is 1.00% per year.
  .   The beneficiary will incur an annual maintenance fee equal to the lesser
      of $30 or 2% of contract value if the contract value is less than $25,000
      at the time the fee is assessed. The fee will not apply if it is assessed
      30 days prior to a surrender request.
  .   The initial contract value will be equal to any death benefit (including
      any optional death benefit) that would have been payable to the
      beneficiary if they had taken a lump sum distribution.
  .   The available Sub-accounts will be among those available to the Owner at
      the time of death, however certain Sub-Accounts may not be available.
  .   The beneficiary may request transfers among Sub-accounts, subject to the
      same limitations and restrictions that applied to the Owner. Transfers in
      excess of 20 per year will incur a $10 transfer fee.
  .   No fixed interest rate options will be offered.
  .   No additional Purchase Payments can be applied to the contract.
  .   the basic death benefit and any optional benefits elected by the Owner
      will no longer apply to the beneficiary.
  .   The beneficiary can request a withdrawal of all or a portion of the
      contract value at any time, unless the beneficiary is required to take
      pre-determined withdrawal amounts.
  .   Withdrawals are not subject to a withdrawal charge.
  .   Upon the death of the beneficiary, any remaining contract value will be
      paid in a lump sum to the person(s) named by the beneficiary, unless the
      beneficiary named a successor who may continue receiving payments.

 Currently only investment options corresponding to Portfolios of the Advanced
 Series Trust, and the Prudential Money Market Portfolio, are available under
 the Beneficiary Continuation Option.

 In addition to the materials referenced above, the Beneficiary will be
 provided with a prospectus and a settlement agreement describing the
 Beneficiary Continuation Option. We may pay compensation to the broker-dealer
 of record on the contract based on amounts held in the Beneficiary
 Continuation Option. Please contact us for additional information on the
 availability, restrictions and limitations that will apply to a beneficiary
 under the Beneficiary Continuation Option.


 EARNINGS APPRECIATOR BENEFIT
 The Earnings Appreciator Benefit (EAB) is an optional, supplemental death
 benefit that provides a benefit payment upon the death of the sole owner or
 first to die of the owner or joint owner during the accumulation phase. Any
 Earnings Appreciator Benefit payment we make will be in addition to any other
 death benefit payment we make under the contract. This feature may not be
 available in your state.

 The Earnings Appreciator Benefit is designed to provide a beneficiary with
 additional funds when we pay a death benefit in order to defray the impact
 taxes may have on that payment. Because individual circumstances vary, you
 should consult with a qualified tax advisor to determine whether it would be
 appropriate for you to elect the Earnings Appreciator Benefit.

 If you want the Earnings Appreciator Benefit, you generally must elect it at
 the time you apply for the contract. If you elect the Earnings Appreciator
 Benefit, you may not later revoke it. You may, if you wish, select both the
 Earnings Appreciator Benefit and the Highest Daily Value Death Benefit.

                                      53



 4: WHAT IS THE DEATH BENEFIT? continued


 Upon our receipt of proof of death in good order, we will determine an
 Earnings Appreciator Benefit by multiplying the Earnings Appreciator Benefit
 percentage below by the lesser of: (i) the then-existing amount of earnings
 under the contract, or (ii) an amount equal to 3 times the sum of all purchase
 payments previously made under the contract.


 FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL,
 for purposes of computing earnings and purchase payments under the Earnings
 Appreciator Benefit, we calculate earnings as the difference between the
 Contract Value and the sum of all purchase payments. Withdrawals reduce
 earnings first, then purchase payments, on a dollar-for-dollar basis.

 FOR ALL OTHER CONTRACTS, for purposes of computing earnings and purchase
 payments under the EAB, we increase the initial purchase payments by any
 subsequent purchase payments and reduce it proportionally by any withdrawals -
 the total Contract Value less that resultant sum being earnings.


 When determining the amount of 3 times the sum of all purchase payments
 mentioned in this section, we exclude purchase payments made both (i) after
 the first contract anniversary and (ii) within 12 months of the date of death
 (proportionally reduced for withdrawals).

 The EAB percentages are as follows:
..   40% if the owner is age 70 or younger on the date the application is signed.
..   25% if the owner is between ages 71 and 75 on the date the application is
    signed.
..   FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE
    APPROVAL, 15% if the owner is between ages 76 and 79 on the date the
    application is signed.

 If the contract is owned jointly, the age of the older of the owner or joint
 owner determines the EAB percentage.

 If the surviving spouse is continuing the contract in accordance with the
 Spousal Continuance Benefit (See "Spousal Continuance Benefit" below), the
 following conditions apply:
..   In calculating the Earnings Appreciator Benefit, we will use the age of the
    surviving spouse at the time that the Spousal Continuance Benefit is
    activated to determine the applicable EAB percentage.
..   For the original version of the contract, we will not allow the surviving
    spouse to continue the Earnings Appreciator Benefit (or bear the charge
    associated with this benefit) if he or she is age 76 or older on the date
    that the Spousal Continuance Benefit is activated. FOR CONTRACTS SOLD ON OR
    AFTER MAY 1, 2003, OR UPON STATE APPROVAL, we will not allow the surviving
    spouse to continue the Earnings Appreciation Benefit (or bear the charge
    associated with this benefit) if he or she is age 80 or older on the date
    the Spousal Continuance Benefit is activated.

..   If the Earnings Appreciator Benefit is continued, we will calculate any
    applicable Earnings Appreciator Benefit payable upon the surviving spouse's
    death by treating the Contract Value (as adjusted under the terms of the
    Spousal Continuance Benefit) as the first purchase payment.


 Terminating the Earnings Appreciator Benefit
 The Earnings Appreciator Benefit will terminate on the earliest of:
..   the date you make a total withdrawal from the contract,
..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Benefit,
..   the date the contract terminates, or
..   the date you annuitize the contract.

 Upon termination of the Earnings Appreciator Benefit, we cease imposing the
 associated charge.

 SPOUSAL CONTINUANCE BENEFIT

 This benefit is available if, on the date we receive proof of the owner's
 death (or annuitant's death, for custodial contracts) in good order (1) there
 is only one owner of the contract and there is only one beneficiary who is the
 owner's spouse, or (2) for contracts sold on or after May 1, 2003 or upon
 subsequent state approval, there are an owner and joint owner of the contract,
 and the joint owner is the owner's spouse and the owner's beneficiary under
 the contract or (3) for contracts sold on or after May 1, 2003 or upon
 subsequent state approval, (i) the contract is held by a custodial account
 established to hold retirement assets for the benefit of the natural person
 annuitant pursuant to the provisions of Section 408(a) of the Internal Revenue
 Code (or any successor Code section thereto)("Custodial Account") and (ii) the
 custodian of the account has elected to continue the contract, and designate
 the surviving spouse as annuitant. Continuing the contract in the latter
 scenario will result in the contract no longer qualifying for tax deferral
 under the Internal Revenue Code. However, such tax deferral should result from
 the ownership of the contract by the Custodial Account. Spousal continuance
 may also be available where the contract is owned by certain other types of
 entity-owners. Please consult your tax or legal adviser.


                                      54




 In no event, however, can the annuitant be older than the maximum age for
 annuitization on the date of the owner's death, nor can the surviving spouse
 be older than 95 on the date of the owner's death (or the annuitant's death,
 in the case of a custodially-owned contract referenced above). Assuming the
 above conditions are present, the surviving spouse (or custodian, for the
 custodially-owned contracts referenced above) can elect the Spousal
 Continuance Benefit, but must do so no later than 60 days after furnishing
 proof of death in good order.

 Upon activation of the Spousal Continuance Benefit, the Contract Value is
 adjusted to equal the amount of the death benefit to which the surviving
 spouse would have been entitled. This Contract Value will serve as the basis
 for calculating any death benefit payable upon the death of the surviving
 spouse. We will allocate any increase in the adjusted Contract Value among the
 variable, fixed interest rate and market value adjustment options in the same
 proportions that existed immediately prior to the spousal continuance
 adjustment. We will waive the $1,000 minimum requirement for the market value
 adjustment option.

 Under the Spousal Continuance Benefit, we waive any potential withdrawal
 charges applicable to purchase payments made prior to activation of the
 Spousal Continuance Benefit. In addition, the Contract Value allocated to the
 market value adjustment option will remain subject to a potential market value
 adjustment.

 IF YOU ELECTED THE BASE DEATH BENEFIT, then upon activation of the Spousal
 Continuance Benefit, we will adjust the Contract Value to equal the greater of:
..   the Contract Value, or

..   the sum of all invested purchase payments (adjusted for withdrawals),

 plus the amount of any applicable Earnings Appreciator Benefit.


 IF YOU ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GMDB ROLL-UP, we
 will adjust the Contract Value to equal the greater of:
..   the Contract Value, or

..   the GMDB roll-up,

 plus the amount of any applicable Earnings Appreciator Benefit.


 IF YOU ELECTED THE GUARANTEED MINIMUM DEATH BENEFIT WITH THE GMDB STEP-UP, we
 will adjust the Contract Value to equal the greater of:
..   the Contract Value, or

..   the GMDB step-up,

 plus the amount of any applicable Earnings Appreciator Benefit.


 IF YOU HAVE ELECTED THE HIGHEST DAILY VALUE DEATH BENEFIT, we will adjust the
 Contract Value to equal the greater of:
..   the Contract Value, or

..   the Highest Daily Value,

 plus the amount of any applicable Earnings Appreciator Benefit.


 After we have made the adjustment to Contract Value set out immediately above,
 we will continue to compute the GMDB roll-up, the GMDB step-up, or HDV death
 benefit (as applicable), under the surviving spousal owner's contract, and
 will do so in accordance with the preceding discussion in this section.


 If the contract is being continued by the surviving spouse, the attained age
 of the surviving spouse will be the basis used in determining the death
 benefit payable under the Guaranteed Minimum Death Benefit or Highest Daily
 Value Death Benefit provisions of the contract. The contract may not be
 continued upon the death of a spouse who had assumed ownership of the contract
 through the exercise of the Spousal Continuance Benefit.

 FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL,
 IF YOU ELECTED THE GUARANTEED MINIMUM INCOME BENEFIT, it will be continued for
 the surviving spousal owner. All provisions of the Guaranteed Minimum Income
 Benefit (i.e., waiting period, GMIB roll-up cap, etc.) will remain the same as
 on the date of the owner's death. If the GMIB reset feature was never
 exercised, the surviving spousal owner can exercise the GMIB reset feature
 twice. If the original owner had previously exercised the GMIB reset feature
 once, the surviving spousal owner can exercise the GMIB reset once. However,
 the surviving spouse (or new annuitant designated by the surviving spouse)
 must be under 76 years of age at the time of reset. If the original owner had
 previously exercised the GMIB reset feature twice, the surviving

                                      55



 4: WHAT IS THE DEATH BENEFIT? continued

 spousal owner may not exercise the GMIB reset at all. If the attained age of
 the surviving spouse at activation of the Spousal Continuance Benefit, when
 added to the remainder of the GMIB waiting period to be satisfied, would
 preclude the surviving spouse from utilizing the Guaranteed Minimum Income
 Benefit, we will revoke the Guaranteed Minimum Income Benefit under the
 contract at that time and we will no longer charge for that benefit.


 IF YOU ELECTED THE LIFETIME FIVE INCOME BENEFIT, SPOUSAL LIFETIME FIVE
 BENEFIT, OR HIGHEST DAILY LIFETIME FIVE BENEFIT, on the owner's death the
 Benefit will end. However, if the owner's surviving spouse would be eligible
 to acquire the Benefit as if he/she were a new purchaser, then the surviving
 spouse may elect the Benefit under the Spousal Continuance Benefit. The
 surviving spouse (or new annuitant designated by the surviving spouse) must be
 at least 45 years of age (55 years, for Highest Daily Lifetime Five) at the
 time of election.


 FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL,
 IF YOU ELECTED THE INCOME APPRECIATOR BENEFIT, on the owner's death (or
 first-to-die, in the case of joint owners), the Income Appreciator Benefit
 will end unless the contract is continued by the deceased owner's surviving
 spouse under the Spousal Continuance Benefit. If the contract is continued by
 the surviving spouse, we will continue to pay the balance of any Income
 Appreciator Benefit payments until the earliest to occur of the following:
 (a) the date on which 10 years' worth of IAB automatic withdrawal payments or
 IAB credits, as applicable, have been paid, (b) the latest date on which
 annuity payments would have had to have commenced had the owner not died
 (i.e., contract anniversary coinciding with or next following the annuitant's
 95/th/ birthday), or (c) the contract anniversary coinciding with or next
 following the annuitants' surviving spouse's 95/th/ birthday.


 If the Income Appreciator Benefit has not been in force for 7 contract years,
 the surviving spouse may not activate the benefit until it has been in force
 for 7 contract years. If the attained age of the surviving spouse at
 activation of the Spousal Continuation Benefit, when added to the remainder of
 the Income Appreciator Benefit waiting period to be satisfied, would preclude
 the surviving spouse from utilizing the Income Appreciator Benefit, we will
 revoke the Income Appreciator Benefit under the contract at that time and we
 will no longer charge for that benefit. If the Income Appreciator Benefit has
 been in force for 7 contract years or more, but the benefit has not been
 activated, the surviving spouse may activate the benefit at any time after the
 contract has been continued. If the Income Appreciator Benefit is activated
 after the contract is continued by the surviving spouse, the Income
 Appreciator Benefit calculation will exclude any amount added to the contract
 at the time of spousal continuance resulting from any death benefit value
 exceeding the Contract Value.


 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT?

 LIFETIME FIVE INCOME BENEFIT

 The Lifetime Five Income Benefit (Lifetime Five) is an optional feature that
 guarantees your ability to withdraw amounts equal to a percentage of an
 initial principal value (called the "Protected Withdrawal Value"), regardless
 of the impact of market performance on your Contract Value, subject to our
 rules regarding the timing and amount of withdrawals. There are two options -
 one is designed to provide an annual withdrawal amount for life (the "Life
 Income Benefit") and the other is designed to provide a greater annual
 withdrawal amount (than the first option) as long as there is Protected
 Withdrawal Value (adjusted as described below) (the "Withdrawal Benefit"). If
 there is no Protected Withdrawal Value, the Withdrawal Benefit will be zero.
 You do not choose between these two options; each option will continue to be
 available as long as the annuity has a Contract Value and Lifetime Five is in
 effect. Certain benefits under Lifetime Five may remain in effect even if the
 Contract Value is zero. The option may be appropriate if you intend to make
 periodic withdrawals from your contract and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals - the guarantees are not lost if you withdraw
 less than the maximum allowable amount each year. Lifetime Five is only being
 offered in those jurisdictions where we have received regulatory approval and
 will be offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved.


 Lifetime Five is subject to certain restrictions described below.

..   Currently, Lifetime Five can only be elected once each contract year, and
    only where the annuitant and the contract owner are the same person or, if
    the contract owner is an entity, where there is only one annuitant. We
    reserve the right to limit the election frequency in the future. Before
    making any such change to the election frequency, we will provide prior
    notice to contract owners who have an effective Lifetime Five Income
    Benefit.
..   The annuitant must be at least 45 years old when Lifetime Five is elected.

..   Lifetime Five may not be elected if you have elected any other optional
    living benefit.
..   Owners electing this benefit prior to December 5, 2005, were required to
    allocate Contract Value to one or more of the following asset allocation
    portfolios of the Prudential Series Fund: SP Balanced Asset Allocation
    Portfolio, SP Conservative Asset Allocation Portfolio, and SP Growth Asset
    Allocation Portfolio. Owners electing this benefit on or after December 5,
    2005, must allocate Contract Value to one or more of the following asset
    allocation portfolios of the Advanced Series Trust:


                                      56




   AST Capital Growth Asset Allocation Portfolio, AST Balanced Asset Allocation
    Portfolio, AST Conservative Asset Allocation Portfolio, AST Preservation
    Asset Allocation Portfolio, AST Advanced Strategies Portfolio, AST First
    Trust Balanced Target Portfolio, AST First Trust Capital Appreciation
    Target Portfolio AST T. Rowe Price Asset Allocation Portfolio, AST UBS
    Dynamic Alpha, or AST American Century Strategic Allocation. As specified
    in this paragraph, you generally must allocate your Contract Value in
    accordance with the then-available option(s) that we may prescribe, in
    order to elect and maintain Lifetime Five. If, subsequent to your election
    of the benefit, we change our requirements for how Contract Value must be
    allocated under the benefit, that new requirement will apply only to new
    elections of the benefit, and will not compel you to re-allocate your
    Contract Value in accordance with our newly-adopted requirements. All
    subsequent transfers and purchase payments will be subject to the new
    investment limitations.


 Protected Withdrawal Value

 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Life Income Benefit and the Withdrawal Benefit. The initial
 Protected Withdrawal Value is determined as of the date you make your first
 withdrawal under your contract following your election of Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greatest of:

 (A) the Contract Value on the date you elect Lifetime Five, plus any
 additional Purchase Payments, each growing at 5% per year from the date of
 your election of the program, or application of the Purchase Payment to your
 contract, as applicable, until the date of your first withdrawal or the 10/th/
 anniversary of the benefit effective date, if earlier;

 (B) the Contract Value on the date of the first withdrawal from your contract,
 prior to the withdrawal;

 (C) the highest Contract Value on each contract anniversary, plus subsequent
 Purchase Payments prior to the first withdrawal or the 10/th/ anniversary of
 the benefit effective date, if earlier.

 With respect to (A) and (C) above, after the 10/th/ anniversary of the benefit
 effective date, each value is increased by the amount of any subsequent
 Purchase Payments.

..   If you elect Lifetime Five at the time you purchase your contract, the
    Contract Value will be your initial purchase payment.
..   For existing contract owners who are electing the Lifetime Five Benefit,
    the Contract Value on the date of the contract owner's election of Lifetime
    Five will be used to determine the initial Protected Withdrawal Value.

..   If you make additional purchase payments after your first withdrawal, the
    Protected Withdrawal Value will be increased by the amount of each
    additional purchase payment.


 You may elect to step-up your Protected Withdrawal Value if, due to positive
 market performance, your Contract Value is greater than the Protected
 Withdrawal Value.

 If you elected Lifetime Five on or after March 20, 2006:
..   you are eligible to step-up the Protected Withdrawal Value on or after the
    1st anniversary of the first withdrawal under Lifetime Five.
..   the Protected Withdrawal Value can be stepped up again on or after the 1st
    anniversary of the preceding step-up.

 If you elected Lifetime Five prior to March 20, 2006 and that original
 election remains in effect:
..   you are eligible to step-up the Protected Withdrawal Value on or after the
    5th anniversary of the first withdrawal under Lifetime Five.
..   the Protected Withdrawal Value can be stepped up again on or after the 5th
    anniversary of the preceding step-up.

 In either scenario (i.e., elections before or after March 20, 2006) if you
 elect to step-up the Protected Withdrawal Value, and on the date you elect to
 step-up, the charges under Lifetime Five have changed for new purchasers, you
 may be subject to the new charge at the time of step-up. Upon election of the
 step-up, we increase the Protected Withdrawal Value to be equal to the then
 current Contract Value. For example, assume your initial Protected Withdrawal
 Value was $100,000 and you have made cumulative withdrawals of $40,000,
 reducing the Protected Withdrawal Value to $60,000. On the date you are
 eligible to step-up the Protected Withdrawal Value, your Contract Value is
 equal to $75,000. You could elect to step-up the Protected Withdrawal Value to
 $75,000 on the date you are eligible. If your current Annual Income Amount and
 Annual Withdrawal Amount are less than they would be if we did not reflect the
 step-up in Protected Withdrawal Value, then we will increase these amounts to
 reflect the step-up as described below.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force.

 If you elected Lifetime Five on or after March 20, 2006 and have also elected
 the Auto Step-Up feature:
..   the first Auto Step-Up opportunity will occur on the 1st contract
    anniversary that is at least one year after the later of (1) the date of
    the first withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Contract Value is greater than the Annual Income Amount by any amount.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
    Value is not greater than the Annual Income Amount, an Auto Step-Up
    opportunity will occur on each successive contract anniversary until a
    step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    1st contract anniversary that is at least one year after the most recent
    step-up.


                                      57



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



 If you elected Lifetime Five prior to March 20, 2006 and have also elected the
 Auto Step-Up feature:
..   the first Auto Step-Up opportunity will occur on the contract anniversary
    that is at least five years after the later of (1) the date of the first
    withdrawal under Lifetime Five or (2) the most recent step-up.
..   your Protected Withdrawal Value will only be stepped-up if 5% of the
    Contract Value is greater than the Annual Income Amount by 5% or more.
..   if at the time of the first Auto Step-Up opportunity, 5% of the Contract
    Value does not exceed the Annual Income Amount by 5% or more, an Auto
    Step-Up opportunity will occur on each successive contract anniversary
    until a step-up occurs.
..   once a step-up occurs, the next Auto Step-Up opportunity will occur on the
    contract anniversary that is at least 5 years after the most recent step-up.

 In either scenario (i.e., elections before or after March 20, 2006), if on the
 date that we implement an Auto Step-Up to your Protected Withdrawal Value, the
 charge for Lifetime Five has changed for new purchasers, you may be subject to
 the new charge at the time of such step-up. Subject to our rules and
 restrictions, you will still be permitted to manually step-up the Protected
 Withdrawal Value even if you elect the Auto Step-Up feature.


 The Protected Withdrawal Value is reduced each time a withdrawal is made on a
 "dollar-for-dollar" basis up to 7% per contract year of the Protected
 Withdrawal Value and on the greater of a "dollar-for-dollar" basis or a pro
 rata basis for withdrawals in a contract year in excess of that amount until
 the Protected Withdrawal Value is reduced to zero. At that point, the Annual
 Withdrawal Amount will be zero until such time (if any) as the contract
 reflects a Protected Withdrawal Value (for example, due to a step-up or
 additional purchase payments being made into the contract).

 Annual Income Amount Under the Life Income Benefit

 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals in a
 contract year are less than or equal to the Annual Income Amount, they will
 not reduce your Annual Income Amount in subsequent contract years. If your
 cumulative withdrawals are in excess of the Annual Income Amount (Excess
 Income), your Annual Income Amount in subsequent years will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Income to the Contract Value immediately prior to such withdrawal
 (see examples of this calculation below). Reductions include the actual amount
 of the withdrawal, including any withdrawal charges that may apply. A
 withdrawal can be considered Excess Income under the Life Income Benefit even
 though it does not exceed the Annual Withdrawal Amount under the Withdrawal
 Benefit. When you elect a step-up, your Annual Income Amount increases to
 equal 5% of your Contract Value after the step-up if such amount is greater
 than your Annual Income Amount. Your Annual Income Amount also increases if
 you make additional purchase payments. The amount of the increase is equal to
 5% of any additional purchase payments. Any increase will be added to your
 Annual Income Amount beginning on the day that the step-up is effective or the
 purchase payment is made. A determination of whether you have exceeded your
 Annual Income Amount is made at the time of each withdrawal; therefore, a
 subsequent increase in the Annual Income Amount will not offset the effect of
 a withdrawal that exceeded the Annual Income Amount at the time the withdrawal
 was made.


 Annual Withdrawal Amount Under the Withdrawal Benefit

 The initial Annual Withdrawal Amount is equal to 7% of the initial Protected
 Withdrawal Value. Under Lifetime Five, if your cumulative withdrawals each
 contract year are less than or equal to the Annual Withdrawal Amount, your
 Protected Withdrawal Value will be reduced on a "dollar-for-dollar" basis. If
 your cumulative withdrawals are in excess of the Annual Withdrawal Amount
 (Excess Withdrawal), your Annual Withdrawal Amount will be reduced (except
 with regard to required minimum distributions) by the result of the ratio of
 the Excess Withdrawal to the Contract Value immediately prior to such
 withdrawal (see the examples of this calculation below). Reductions include
 the actual amount of the withdrawal, including any withdrawal charges that may
 apply. When you elect a step-up, your Annual Withdrawal Amount increases to
 equal 7% of your Contract Value after the step-up if such amount is greater
 than your Annual Withdrawal Amount. Your Annual Withdrawal Amount also
 increases if you make additional purchase payments. The amount of the increase
 is equal to 7% of any additional purchase payments. A determination of whether
 you have exceeded your Annual Withdrawal Amount is made at the time of each
 withdrawal; therefore, a subsequent increase in the Annual Withdrawal Amount
 will not offset the effect of a withdrawal that exceeded the Annual Withdrawal
 Amount at the time the withdrawal was made.


 Lifetime Five does not affect your ability to make withdrawals under your
 contract or limit your ability to request withdrawals that exceed the Annual
 Income Amount and the Annual Withdrawal Amount. You are not required to
 withdraw all or any portion of the Annual Withdrawal Amount or Annual Income
 Amount in each contract year.

..   If, cumulatively, you withdraw an amount less than the Annual Withdrawal
    Amount under the Withdrawal Benefit in any contract year, you cannot
    carry-over the unused portion of the Annual Withdrawal Amount to subsequent
    contract years.
..   If, cumulatively, you withdraw an amount less than the Annual Income Amount
    under the Life Income Benefit in any contract year, you cannot carry-over
    the unused portion of the Annual Income Amount to subsequent contract years.

                                      58



 However, because the Protected Withdrawal Value is only reduced by the actual
 amount of withdrawals you make under these circumstances, any unused Annual
 Withdrawal Amount or Annual Income Amount may extend the period of time until
 the remaining Protected Withdrawal Value is reduced to zero.


 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Protected Withdrawal Value, Annual Withdrawal Amount and
 Annual Income Amount assume: 1.) the contract date and the effective date of
 Lifetime Five are February 1, 2005; 2.) an initial purchase payment of
 $250,000; 3.) the Contract Value on February 1, 2006 is equal to $265,000; and
 4.) the first withdrawal occurs on March 1, 2006 when the Contract Value is
 equal to $263,000. The values set forth here are purely hypothetical, and do
 not reflect the charge for Lifetime Five.


 The initial Protected Withdrawal Value is calculated as the greatest of (a),
 (b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05/(393/365)/ = $263,484
 (b)Contract value on March 1, 2006 (the date of the first withdrawal) =
    $263,000
 (c)Contract value on February 1, 2006 (the first contract anniversary) =
    $265,000

 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Withdrawal Amount is equal to $18,550 under the Withdrawal Benefit (7%
 of $265,000). The Annual Income Amount is equal to $13,250 under the Life
 Income Benefit (5% of $265,000).

 Example 1. Dollar-for-Dollar Reduction
 If $10,000 was withdrawn (less than both the Annual Income Amount and the
 Annual Withdrawal Amount) on March 1, 2006, then the following values would
 result:
..   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
    $10,000 = $8,550
..   Annual Withdrawal Amount for future contract years remains at $18,550
..   Remaining Annual Income Amount for current contract year = $13,250 -
    $10,000 = $3,250
..   Annual Income Amount for future contract years remains at $13,250
..   Protected Withdrawal Value is reduced by $10,000 from $265,000 to $255,000

 Example 2. Dollar-for-Dollar and Proportional Reductions
 a) If $15,000 was withdrawn (more than the Annual Income Amount but less than
    the Annual Withdrawal Amount) on March 1, 2006, then the following values
    would result:
  .   Remaining Annual Withdrawal Amount for current contract year = $18,550 -
      $15,000 = $3,550
  .   Annual Withdrawal Amount for future contract years remains at $18,550
  .   Remaining Annual Income Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
      $1,750) reduces Annual Income Amount for future contract years.

  .   Reduction to Annual Income Amount = Excess Income/Contract Value before
      Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
      $13,250 = $93

  .   Annual Income Amount for future contract years = $13,250 - $93 = $13,157
  .   Protected Withdrawal Value is reduced by $15,000 from $265,000 to $250,000

 b) If $25,000 was withdrawn (more than both the Annual Income Amount and the
    Annual Withdrawal Amount) on March 1, 2006, then the following values would
    result:
  .   Remaining Annual Withdrawal Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Withdrawal Amount ($25,000 - $18,550
      = $6,450) reduces Annual Withdrawal Amount for future contract years.

  .   Reduction to Annual Withdrawal Amount = Excess Withdrawal/Contract Value
      before Excess Withdrawal X Annual Withdrawal Amount = $6,450/($263,000 -
      $18,550) X $18,550 = $489

  .   Annual Withdrawal Amount for future contract years = $18,550 - $489 =
      $18,061
  .   Remaining Annual Income Amount for current contract year = $0
  .   Excess of withdrawal over the Annual Income Amount ($25,000 - $13,250 =
      $11,750) reduces Annual Income Amount for future contract years.

  .   Reduction to Annual Income Amount = Excess Income/Contract Value before
      Excess Income X Annual Income Amount = $11,750/($263,000 - $13,250) X
      $13,250 = $623

  .   Annual Income Amount for future contract years = $13,250 - $623 = $12,627
  .   Protected Withdrawal Value is first reduced by the Annual Withdrawal
      Amount ($18,550) from $265,000 to $246,450. It is further reduced by the
      greater of a dollar-for-dollar reduction or a proportional reduction.
  .   Dollar-for-dollar reduction = $25,000 - $18,550 = $6,450

  .   Proportional reduction = Excess Withdrawal/Contract Value before Excess
      Withdrawal X Protected Withdrawal Value = $6,450/($263,000 - $18,550) X
      $246,450 = $6,503

  .   Protected Withdrawal Value = $246,450 - max [$6,450, $6,503] = $239,947

                                      59



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 Example 3. Step-Up of the Protected Withdrawal Value

 If the Annual Income Amount ($13,250) is withdrawn each year starting on
 March 1, 2006 for a period of 3 years, the Protected Withdrawal Value on
 February 1, 2012 would be reduced to $225,250 {$265,000 - ($13,250 X 3)}. If a
 step-up is elected on February 1, 2012, and the Account Value on February 1,
 2012 is $280,000, then the following values would result:
..   Protected Withdrawal Value = Account Value on February 1, 2012 = $280,000
..   Annual Income Amount is equal to the greater of the current Annual Income
    Amount or 5% of the stepped up Protected Withdrawal Value. Current Annual
    Income Amount is $13,250. 5% of the stepped up Protected Withdrawal Value
    is 5% of $280,000, which is $14,000. Therefore, the Annual Income Amount is
    increased to $14,000.
..   Annual Withdrawal Amount is equal to the greater of the current Annual
    Withdrawal Amount or 7% of the stepped up Protected Withdrawal Value.
    Current Annual Withdrawal Amount is $18,550. 7% of the stepped-up Protected
    Withdrawal Value is 7% of $280,000, which is $19,600. Therefore the Annual
    Withdrawal Amount is increased to $19,600.
..   Because the Issue Date and Effective Date of Lifetime Five for this example
    is prior to March 20, 2006, if the step-up request on February 1, 2012 was
    due to the election of the auto step-up feature, we would first check to
    see if an auto step-up should occur by checking to see if 5% of the Account
    Value exceeds the Annual Income Amount by 5% or more. 5% of the Account
    Value is equal to 5% of $280,000, which is $14,000. 5% of the Annual Income
    Amount ($13,250) is $662.50, which added to the Annual Income Amount is
    $13,912.50. Since 5% of the Account Value is greater than $13,912.50, the
    step-up would still occur in this scenario, and all of the values would be
    increased as indicated above. Had the Issue Date and Effective Date of the
    Lifetime Five benefit been on or after March 20, 2006, the step-up would
    still occur because 5% of the Account Value is greater than the Annual
    Income Amount.


 Benefits Under Lifetime Five

..   If your Contract Value is equal to zero, and the cumulative withdrawals in
    the current contract year are greater than the Annual Withdrawal Amount,
    Lifetime Five will terminate. To the extent that your Contract Value was
    reduced to zero as a result of cumulative withdrawals that are equal to or
    less than the Annual Income Amount and amounts are still payable under both
    the Life Income Benefit and the Withdrawal Benefit, you will be given the
    choice of receiving the payments under the Life Income Benefit or under the
    Withdrawal Benefit. Once you make this election we will make an additional
    payment for that contract year equal to either the remaining Annual Income
    Amount or Annual Withdrawal Amount for the contract year, if any, depending
    on the option you choose. In subsequent contract years we make payments
    that equal either the Annual Income Amount or the Annual Withdrawal Amount.
    You will not be able to change the option after your election and no
    further purchase payments will be accepted under your contract. If you do
    not make an election, we will pay you annually under the Life Income
    Benefit. To the extent that cumulative withdrawals in the current contract
    year that reduced your Contract Value to zero are more than the Annual
    Income Amount but less than or equal to the Annual Withdrawal Amount and
    amounts are still payable under the Withdrawal Benefit, you will receive
    the payments under the Withdrawal Benefit. In the year of a withdrawal that
    reduced your Contract Value to zero, we will make an additional payment to
    equal any remaining Annual Withdrawal Amount and make payments equal to the
    Annual Withdrawal Amount in each subsequent year (until the Protected
    Withdrawal Value is depleted). Once your Contract Value equals zero no
    further purchase payments will be accepted under your contract.

..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years or any remaining Protected
    Withdrawal Value, you can elect one of the following three options:

       1. apply your Contract Value to any annuity option available;

       2. request that, as of the date annuity payments are to begin, we make
          annuity payments each year equal to the Annual Income Amount. We make
          such annuity payments until the annuitant's death; or
       3. request that, as of the date annuity payments are to begin, we pay
          out any remaining Protected Withdrawal Value as annuity payments.
          Each year such annuity payments will equal the Annual Withdrawal
          Amount or the remaining Protected Withdrawal Value if less. We make
          such annuity payments until the earlier of the annuitant's death or
          the date the Protected Withdrawal Value is depleted.

 We must receive your request in a form acceptable to us at the Prudential
 Annuity Service Center.
..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a single life fixed annuity with
    five payments certain using the greater of the annuity rates then currently
    available or the annuity rates guaranteed in your contract. The amount that
    will be applied to provide such annuity payments will be the greater of:
       1. the present value of future Annual Income Amount payments. Such
          present value will be calculated using the greater of the single life
          fixed annuity rates then currently available or the single life fixed
          annuity rates guaranteed in your contract; and

       2. the Contract Value.


 If no withdrawal was ever taken, we will determine a Protected Withdrawal
 Value and calculate an Annual Income Amount and an Annual Withdrawal Amount as
 if you made your first withdrawal on the date the annuity payments are to
 begin.

                                      60



 Other Important Considerations
..   Withdrawals under Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.

..   Withdrawals made while Lifetime Five is in effect will be treated, for tax
    purposes, in the same way as any other withdrawals under the contract.
    Lifetime Five does not directly affect the Contract Value or surrender
    value, but any withdrawal will decrease the Contract Value by the amount of
    the withdrawal (plus any applicable withdrawal charges). If you surrender
    your contract, you will receive the current Contract Value, not the
    Protected Withdrawal Value.
..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Lifetime Five. Lifetime Five provides
    a guarantee that if your Contract Value declines due to market performance,
    you will be able to receive your Protected Withdrawal Value or Annual
    Income Amount in the form of periodic benefit payments.


 Election of Lifetime Five

 WITH RESPECT TO THE SUBSEQUENT VERSION OF STRATEGIC PARTNERS FLEXELITE SOLD ON
 OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL, Lifetime Five can be
 elected at the time you purchase your contract, or after the contract date.
 WITH RESPECT TO THE ORIGINAL VERSION OF STRATEGIC PARTNERS FLEXELITE, Lifetime
 Five can be elected only after the contract date. Elections of Lifetime Five
 are subject to our eligibility rules and restrictions. The contract owner's
 Contract Value as of the date of election will be used as the basis to
 calculate the initial Protected Withdrawal Value, the initial Annual
 Withdrawal Amount, and the initial Annual Income Amount.


 Termination of Lifetime Five
 Lifetime Five terminates automatically when your Protected Withdrawal Value
 and Annual Income Amount reach zero. You may terminate Lifetime Five at any
 time by notifying us. If you terminate Lifetime Five, any guarantee provided
 by the benefit will terminate as of the date the termination is effective.

 Lifetime Five terminates:
..   upon your surrender of the contract,
..   upon the death of the annuitant (but your surviving spouse may elect a new
    Lifetime Five benefit if your spouse elects the spousal continuance option
    and your spouse would then be eligible to elect the benefit as if he/she
    were a new purchaser),
..   upon a change in ownership of the contract that changes the tax
    identification number of the contract owner, or
..   upon your election to begin receiving annuity payments.

 We cease imposing the charge for Lifetime Five upon the earliest to occur of
 (i) your election to terminate the benefit, (ii) our receipt of appropriate
 proof of the death of the owner (or annuitant, for entity owned contracts),
 (iii) the annuity date, (iv) automatic termination of the benefit due to an
 impermissible change of owner or annuitant, or (v) a withdrawal that causes
 the benefit to terminate.

 While you may terminate Lifetime Five at any time, we may not terminate the
 benefit other than in the circumstances listed above. However, we may stop
 offering Lifetime Five for new elections or re-elections at any time in the
 future.

 Currently, if you terminate Lifetime Five, you will only be permitted to
 re-elect the benefit or elect the Spousal Lifetime Five Income Benefit on any
 anniversary of the contract date that is at least 90 calendar days from the
 date the benefit was last terminated.

 If you elected Lifetime Five at the time you purchased your contract and prior
 to March 20, 2006, and you terminate Lifetime Five, there will be no waiting
 period before you can re-elect the benefit or elect Spousal Lifetime Five.
 However, once you choose to re-elect/elect, the waiting period described above
 will apply to subsequent re-elections. If you elected Lifetime Five after the
 time you purchased your contract, but prior to March 20, 2006, and you
 terminate Lifetime Five, you must wait until the contract anniversary
 following your cancellation before you can re-elect the benefit or elect
 Spousal Lifetime Five. Once you choose to re-elect/elect, the waiting period
 described above will apply to subsequent re-elections. We reserve the right to
 limit the re-election/election frequency in the future. Before making any such
 change to the re-election/ election frequency, we will provide prior notice to
 contract owners who have an effective Lifetime Five Income Benefit.


 Additional Tax Considerations
 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your annuity contract
 beginning after age 70 1/2. Roth IRAs are not subject to these rules during
 the owner's lifetime. The amount required under the Code may exceed the Annual
 Withdrawal Amount and the Annual Income Amount, which will cause us to
 increase the Annual Income Amount and the Annual Withdrawal Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. Any such payments will reduce your Protected
 Withdrawal Value. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as required minimum distribution provisions under the tax law.


                                      61



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



 SPOUSAL LIFETIME FIVE INCOME BENEFIT
 The Spousal Lifetime Five Income Benefit (Spousal Lifetime Five) described
 below is only being offered in those jurisdictions where we have received
 regulatory approval and will be offered subsequently in other jurisdictions
 when we receive regulatory approval in those jurisdictions. Certain terms and
 conditions may differ between jurisdictions once approved. Currently, if you
 elect Spousal Lifetime Five and subsequently terminate the benefit, there will
 be a restriction on your ability to re-elect Spousal Lifetime Five and
 Lifetime Five. We reserve the right to further limit the election frequency in
 the future. Before making any such change to the election frequency, we will
 provide prior notice to contract owners who have an effective Spousal Lifetime
 Five Income Benefit. Spousal Lifetime Five must be elected based on two
 Designated Lives, as described below. Each Designated Life must be at least 55
 years old when the benefit is elected. Spousal Lifetime Five is not available
 if you elect any other optional living or optional death benefit. As long as
 your Spousal Lifetime Five Income Benefit is in effect, you must allocate your
 Contract Value in accordance with the then permitted and available option(s).
 Owners electing this benefit must allocate contract value to one or more of
 the following asset allocation portfolios of the Advanced Series Trust (we
 reserve the right to change these required portfolios on a prospective basis):
 AST Capital Growth Asset Allocation Portfolio, AST Balanced Asset Allocation
 Portfolio, AST Conservative Asset Allocation Portfolio, AST Preservation Asset
 Allocation Portfolio, AST Advanced Strategies Portfolio, AST First Trust
 Balanced Target Portfolio, AST First Trust Capital Appreciation Target
 Portfolio, AST T. Rowe Price Asset Allocation Portfolio, AST UBS Dynamic
 Alpha, or AST American Century Strategic Allocation.

 We offer a benefit that guarantees until the later death of two natural
 persons that are each other's spouses at the time of election of Spousal
 Lifetime Five and at the first death of one of them (the "Designated Lives",
 each a "Designated Life") the ability to withdraw an annual amount (Spousal
 Life Income Benefit) equal to a percentage of an initial principal value (the
 "Protected Withdrawal Value") regardless of the impact of market performance
 on the Contract Value, subject to our rules regarding the timing and amount of
 withdrawals. The Spousal Life Income Benefit may remain in effect even if the
 Contract Value is zero. Spousal Lifetime Five may be appropriate if you intend
 to make periodic withdrawals from your annuity, wish to ensure that market
 performance will not affect your ability to receive annual payments and you
 wish either spouse to be able to continue the Spousal Life Income Benefit
 after the death of the first. You are not required to make withdrawals as part
 of the benefit - the guarantees are not lost if you withdraw less than the
 maximum allowable amount each year under the rules of the benefit.

 Protected Withdrawal Value
 The Protected Withdrawal Value is used to determine the amount of each annual
 payment under the Spousal Life Income Benefit. The initial Protected
 Withdrawal Value is determined as of the date you make your first withdrawal
 under your contract following your election of Spousal Lifetime Five. The
 initial Protected Withdrawal Value is equal to the greatest of:

 (A) the Contract Value on the date you elect Spousal Lifetime Five, plus any
 additional Purchase Payments, each growing at 5% per year from the date of
 your election of the program, or application of the Purchase Payment to your
 contract, as applicable, until the date of your first withdrawal or the 10/th/
 anniversary of the benefit effective date, if earlier;

 (B) the Contract Value on the date of the first withdrawal from your contract,
 prior to the withdrawal;

 (C) the highest Contract Value on each contract anniversary, plus subsequent
 Purchase Payments prior to the first withdrawal or the 10/th/ anniversary of
 the benefit effective date, if earlier.

 With respect to (A) and (C) above, after the 10/th/ anniversary of the benefit
 effective date, each value is increased by the amount of any subsequent
 Purchase Payments.

..   If you elect Spousal Lifetime Five at the time you purchase your contract,
    the Contract Value will be your initial purchase payment.
..   For existing contract owners who are electing the Spousal Lifetime Five
    Benefit, the Contract Value on the date of your election of Spousal
    Lifetime Five will be used to determine the initial Protected Withdrawal
    Value.


 Annual Income Amount Under the Spousal Life Income Benefit

 The initial Annual Income Amount is equal to 5% of the initial Protected
 Withdrawal Value. Under Spousal Lifetime Five, if your cumulative withdrawals
 in a contract year are less than or equal to the Annual Income Amount, they
 will not reduce your Annual Income Amount in subsequent contract years, but
 any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that contract year. If your cumulative withdrawals
 are in excess of the Annual Income Amount ("Excess Income"), your Annual
 Income Amount in subsequent years will be reduced (except with regard to
 required minimum distributions) by the result of the ratio of the Excess
 Income to the Contract Value immediately prior to such withdrawal (see
 examples of this calculation below). Reductions include the actual amount of
 the withdrawal, including any withdrawal charges that may apply.

 You may elect to step-up your Annual Income Amount if, due to positive market
 performance, 5% of your Contract Value is greater than the Annual Income
 Amount. You are eligible to step-up the Annual Income Amount on or after the
 1/st/ anniversary of the first withdrawal under Spousal Lifetime Five. The
 Annual Income Amount can be stepped up again on or after the 1/st/ anniversary
 of the preceding step-up. If you elect to step-up the Annual Income Amount,
 and on the date you elect to step-up, the charges under Spousal Lifetime Five
 have changed for new purchasers, you may be subject to the new charge at the
 time of such step-up. When you elect a step-up, your Annual Income Amount
 increases to equal 5% of your Contract Value after the step-up. Your Annual
 Income Amount also increases if you make additional Purchase Payments. The
 amount of the increase is equal to 5%


                                      62




 of any additional Purchase Payments. Any increase will be added to your Annual
 Income Amount beginning on the day that the step-up is effective or the
 Purchase Payment is made. A determination of whether you have exceeded your
 Annual Income Amount is made at the time of each withdrawal; therefore a
 subsequent increase in the Annual Income Amount will not offset the effect of
 a withdrawal that exceeded the Annual Income Amount at the time the withdrawal
 was made.

 An optional automatic step-up ("Auto Step-Up") feature is available for this
 benefit. This feature may be elected at the time the benefit is elected or at
 any time while the benefit is in force. If you elect this feature, the first
 Auto Step-Up opportunity will occur on the 1/st/ contract anniversary that is
 at least one year after the later of (1) the date of the first withdrawal
 under Spousal Lifetime Five or (2) the most recent step-up. At this time, your
 Annual Income Amount will be stepped-up if 5% of your Contract Value is
 greater than the Annual Income Amount by any amount. If 5% of the Contract
 Value does not exceed the Annual Income Amount, then an Auto Step-Up
 opportunity will occur on each successive contract anniversary until a step-up
 occurs. Once a step-up occurs, the next Auto Step-Up opportunity will occur on
 the 1/st/ contract anniversary that is at least 1 year after the most recent
 step-up. If, on the date that we implement an Auto Step-Up to your Annual
 Income Amount, the charge for Spousal Lifetime Five has changed for new
 purchasers, you may be subject to the new charge at the time of such step-up.
 Subject to our rules and restrictions, you will still be permitted to manually
 step-up the Annual Income Amount even if you elect the Auto Step-Up feature.


 Spousal Lifetime Five does not affect your ability to make withdrawals under
 your contract or limit your ability to request withdrawals that exceed the
 Annual Income Amount. Under Spousal Lifetime Five, if your cumulative
 withdrawals in a contract year are less than or equal to the Annual Income
 Amount, they will not reduce your Annual Income Amount in subsequent contract
 years, but any such withdrawals will reduce the Annual Income Amount on a
 dollar-for-dollar basis in that contract year.

 If, cumulatively, you withdraw an amount less than the Annual Income Amount
 under Spousal Life Income Benefit in any contract year, you cannot carry-over
 the unused portion of the Annual Income Amount to subsequent contract years.


 The following examples of dollar-for-dollar and proportional reductions and
 the step-up of the Annual Income Amount assume: 1.) the contract date and the
 effective date of Spousal Lifetime Five are February 1, 2005; 2.) an initial
 purchase payment of $250,000; 3.) the Contract Value on February 1, 2006 is
 equal to $265,000; and 4.) the first withdrawal occurs on March 1, 2006 when
 the Contract Value is equal to $263,000. The values set forth here are purely
 hypothetical, and do not reflect the charge for the Spousal Lifetime Income
 Benefit.


The initial Protected Withdrawal Value is calculated as the greatest of (a),
(b) and (c):

 (a)Purchase payment accumulated at 5% per year from February 1, 2005 until
    March 1, 2006 (393 days) = $250,000 X 1.05/(393/365)/ = $263,484.33
 (b)Contract value on March 1, 2006 (the date of the first withdrawal) =
    $263,000

 (c)Contract value on February 1, 2006 (the first contract anniversary) =
    $265,000


 Therefore, the initial Protected Withdrawal Value is equal to $265,000. The
 Annual Income Amount is equal to $13,250 under the Spousal Life Income Benefit
 (5% of $265,000).

 Example 1. Dollar-for-Dollar Reduction
 If $10,000 was withdrawn (less than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current contract year = $13,250 -
    $10,000 = $3,250 Annual Income Amount for future contract years remains at
    $13,250

 Example 2. Dollar-for-dollar and Proportional Reductions
 If $15,000 was withdrawn (more than the Annual Income Amount) on March 1,
 2006, then the following values would result:
..   Remaining Annual Income Amount for current contract year = $0
..   Excess of withdrawal over the Annual Income Amount ($15,000 - $13,250 =
    $1,750) reduces Annual Income Amount for future contract years.
..   Reduction to Annual Income Amount = Excess Income/Contract Value before
    Excess Income X Annual Income Amount = $1,750/($263,000 - $13,250) X
    $13,250 = $93
..   Annual Income Amount for future contract years = $13,250 - $93 = $13,157

 Example 3. Step-up of the Annual Income Amount

 If a step-up of the Annual Income Amount is requested on February 1, 2010 or
 the Auto Step-Up feature was elected, the step-up would occur because 5% of
 the Contract Value, which is $14,000 (5% of $280,000), is greater than the
 Annual Income Amount of $13,250. The new Annual Income Amount will be equal to
 $14,000.




 Benefits Under Spousal Lifetime Five

..   To the extent that your Contract Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Annual Income
    Amount and amounts are still payable under the Spousal Life Income Benefit,
    we will make an additional


                                      63



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


   payment for that contract year equal to the remaining Annual Income Amount
    for the contract year, if any. Thus, in that scenario, the remaining Annual
    Income Amount would be payable even though your Contract Value was reduced
    to zero. In subsequent contract years we make payments that equal the
    Annual Income Amount as described above. No further purchase payments will
    be accepted under your contract. We will make payments until the first of
    the Designated Lives to die, and will continue to make payments until the
    death of the second Designated Life as long as the Designated Lives were
    spouses at the time of the first death. To the extent that cumulative
    withdrawals in the current contract year that reduced your Contract Value
    to zero are more than the Annual Income Amount, the Spousal Life Income
    Benefit terminates and no additional payments will be made.

..   If annuity payments are to begin under the terms of your contract or if you
    decide to begin receiving annuity payments and there is any Annual Income
    Amount due in subsequent contract years, you can elect one of the following
    two options:


       1. apply your Contract Value to any annuity option available; or

       2. request that, as of the date annuity payments are to begin, we make
          annuity payments each year equal to the Annual Income Amount. We will
          make payments until the first of the Designated Lives to die, and
          will continue to make payments until the death of the second
          Designated Life as long as the Designated Lives were spouses at the
          time of the first death.

 We must receive your request in a form acceptable to us at our office.

..   In the absence of an election when mandatory annuity payments are to begin,
    we will make annual annuity payments as a joint and survivor or single (as
    applicable) life fixed annuity with five payments certain using the same
    basis that is used to calculate the greater of the annuity rates then
    currently available or the annuity rates guaranteed in your contract. The
    amount that will be applied to provide such annuity payments will be the
    greater of:

       1. the present value of future Annual Income Amount payments. Such
          present value will be calculated using the same basis that is used to
          calculate the single life fixed annuity rates guaranteed in your
          contract; and

       2. the Contract Value.


..   If no withdrawal was ever taken, we will determine an initial Protected
    Withdrawal Value and calculate an Annual Income Amount as if you made your
    first withdrawal on the date the annuity payments are to begin.

 Other Important Considerations
..   Withdrawals under Spousal Lifetime Five are subject to all of the terms and
    conditions of the contract, including any withdrawal charges.

..   Withdrawals made while Spousal Lifetime Five is in effect will be treated,
    for tax purposes, in the same way as any other withdrawals under the
    contract. Spousal Lifetime Five does not directly affect the Contract Value
    or surrender value, but any withdrawal will decrease the Contract Value by
    the amount of the withdrawal (plus any applicable withdrawal charges). If
    you surrender your contract, you will receive the current surrender value.
..   You can make withdrawals from your contract while your Contract Value is
    greater than zero without purchasing Spousal Lifetime Five. Spousal
    Lifetime Five provides a guarantee that if your Contract Value declines due
    to market performance, you will be able to receive your Annual Income
    Amount in the form of periodic benefit payments.
..   In general, you must allocate your Contract Value in accordance with the
    then-available option(s) that we may prescribe, in order to elect and
    maintain Spousal Lifetime Five. If, subsequent to your election of the
    benefit, we change our requirements for how Contract Value must be
    allocated under the benefit, that new requirement will apply only to new
    elections of the benefit, and will not compel you to re-allocate your
    Contract Value in accordance with our newly-adopted requirements. All
    subsequent transfers and purchase payments will be subject to the new
    investment limitations.

..   There may be circumstances where you will continue to be charged the full
    amount for Spousal Lifetime Five even when the benefit is only providing a
    guarantee of income based on one life with no survivorship.
..   In order for the surviving Designated Life to continue Spousal Lifetime
    Five upon the death of an owner, the Designated Life must elect to assume
    ownership of the contract under the spousal continuation benefit.

 Election of and Designations of Spousal Lifetime Five
 Spousal Lifetime Five can only be elected based on two Designated Lives.
 Designated Lives must be natural persons who are each other's spouses at the
 time of election of the benefit and at the death of the first of the
 Designated Lives to die. Currently, the benefit may only be elected where the
 contract owner, annuitant and beneficiary designations are as follows:
..   One contract owner, where the annuitant and the contract owner are the same
    person and the beneficiary is the contract owner's spouse. The contract
    owner/annuitant and the beneficiary each must be at least 55 years old at
    the time of election; or
..   Co-contract owners, where the contract owners are each other's spouses. The
    beneficiary designation must be the surviving spouse. The first named
    contract owner must be the annuitant. Both contract owners must each be 55
    years old at the time of election.

                                      64




..   One contract owner, where the owner is a custodial account established to
    hold retirement assets for the benefit of the annuitant pursuant to the
    provisions of Section 408(a) of the Internal Revenue Code (or any successor
    Code section thereto) ("Custodial Account"), the beneficiary is the
    Custodial Account, and the spouse of the annuitant is the co-annuitant.
    Both the annuitant and co-annuitant must each be at least 55 years old at
    the time of election. When the contract is set up in this manner, in order
    for Spousal Lifetime Five to be continued after the death of the first
    designated life (the annuitant), the custodian must have elected to
    continue the contract, with the second designated life (the co-annuitant)
    named as annuitant.


 No ownership changes or annuitant changes will be permitted once this benefit
 is elected. However, if the contract is co-owned, the contract owner that is
 not the annuitant may be removed without affecting the benefit.


 Spousal Lifetime Five can be elected at the time that you purchase your
 contract. We also offer existing contract owners the option to elect Spousal
 Lifetime Five after the contract date of their contract, subject to our
 eligibility rules and restrictions. Your Contract Value as of the date of
 election will be used as a basis to calculate the initial Protected Withdrawal
 Value and the Annual Income Amount.


 Currently, if you terminate Spousal Lifetime Five, you will only be permitted
 to re-elect the benefit or elect the Lifetime Five Income Benefit on any
 anniversary of the contract date that is at least 90 calendar days from the
 date the benefit was last terminated.

 We reserve the right to further limit the election frequency in the future.
 Before making any such change to the election frequency, we will provide prior
 notice to contract owners who have an effective Spousal Lifetime Five Income
 Benefit.

 Termination of Spousal Lifetime Five
 Spousal Lifetime Five terminates automatically when your Annual Income Amount
 equals zero. You may terminate Spousal Lifetime Five at any time by notifying
 us. If you terminate Spousal Lifetime Five, any guarantee provided by the
 benefit will terminate as of the date the termination is effective and certain
 restrictions on re-election of the benefit will apply as described above. We
 reserve the right to further limit the frequency election in the future.
 Spousal Lifetime Five terminates upon your surrender of the contract, upon the
 first Designated Life to die if the contract is not continued, upon the second
 Designated Life to die or upon your election to begin receiving annuity
 payments.


 The charge for Spousal Lifetime Five will no longer be deducted from your
 Contract Value upon termination of the benefit.

 Additional Tax Considerations
 If you purchase an annuity contract as an investment vehicle for "qualified"
 investments, including an IRA, the minimum distribution rules under the Code
 require that you begin receiving periodic amounts from your contract beginning
 after age 70 1/2. Roth IRAs are not subject to these rules during the contract
 owner's lifetime. The amount required under the Code may exceed the Annual
 Income Amount, which will cause us to increase the Annual Income Amount in any
 contract year that required minimum distributions due from your contract are
 greater than such amounts. In addition, the amount and duration of payments
 under the annuity payment and death benefit provisions may be adjusted so that
 the payments do not trigger any penalty or excise taxes due to tax
 considerations such as required minimum distributions under the tax law.

 HIGHEST DAILY LIFETIME FIVE INCOME BENEFIT (Highest Daily Lifetime Five)
 The Highest Daily Lifetime Five program described below is only being offered
 in those jurisdictions where we have received regulatory approval and will be
 offered subsequently in other jurisdictions when we receive regulatory
 approval in those jurisdictions. Certain terms and conditions may differ
 between jurisdictions once approved. Highest Daily Lifetime Five is offered as
 an alternative to Lifetime Five and Spousal Lifetime Five. Currently, if you
 elect Highest Daily Lifetime Five and subsequently terminate the benefit, you
 will not be able to re-elect Highest Daily Lifetime Five, and will have a
 waiting period until you can elect Spousal Lifetime Five or Lifetime Five.
 Specifically, you will be permitted to elect Lifetime Five or Spousal Lifetime
 Five only on an anniversary of the contract date that is at least 90 calendar
 days from the date that Highest Daily Lifetime Five was terminated. We reserve
 the right to further limit the election frequency in the future. The income
 benefit under Highest Daily Lifetime Five currently is based on a single
 "designated life" who is at least 55 years old on the date that the benefit is
 acquired. The Highest Daily Lifetime Five Benefit is not available if you
 elect any other optional living benefit, although you may elect any optional
 death benefit (other than the Highest Daily Value Death Benefit). As long as
 your Highest Daily Lifetime Five Benefit is in effect, you must allocate your
 Contract Value in accordance with the then-permitted and available investment
 option(s) with this program.

 We offer a benefit that guarantees until the death of the single designated
 life the ability to withdraw an annual amount (the "Total Annual Income
 Amount") equal to a percentage of an initial principal value (the "Total
 Protected Withdrawal Value") regardless of the impact of market performance on
 the Contract Value, subject to our program rules regarding the timing and
 amount of withdrawals. The benefit may be appropriate if you intend to make
 periodic withdrawals from your Contract, and wish to ensure that market
 performance will not affect your ability to receive annual payments. You are
 not required to make withdrawals as part of the program - the guarantees are
 not lost if you withdraw less than the maximum allowable amount each year
 under the rules of


                                      65



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued


 the benefit. We discuss Highest Daily Lifetime Five in greater detail
 immediately below. In addition, please see the Glossary section of this
 prospectus for definitions of some of the key terms used with this benefit. As
 discussed below, we require that you participate in our asset transfer program
 in order to participate in Highest Daily Lifetime Five, and in the Appendices
 to this prospectus, we set forth the formula under which we make those asset
 transfers.

 As discussed below, a key component of Highest Daily Lifetime Five is the
 Total Protected Withdrawal Value, which is an amount that is distinct from
 Contract Value. Because each of the Total Protected Withdrawal Value and Total
 Annual Income Amount is determined in a way that is not solely related to
 Contract Value, it is possible for the Contract Value to fall to zero, even
 though the Total Annual Income Amount remains. You are guaranteed to be able
 to withdraw the Total Annual Income Amount for the rest of your life, provided
 that you have not made "excess withdrawals." Excess withdrawals, as discussed
 below, will reduce your Total Annual Income Amount. Thus, you could experience
 a scenario in which your Contract Value was zero, and, due to your excess
 withdrawals, your Total Annual Income Amount also was reduced to zero. In that
 scenario, no further amount would be payable under Highest Daily Lifetime Five.

 KEY FEATURE - Total Protected Withdrawal Value

 The Total Protected Withdrawal Value is used to determine the amount of the
 annual payments under Highest Daily Lifetime Five. The Total Protected
 Withdrawal Value is equal to the greater of the Protected Withdrawal Value and
 any Enhanced Protected Withdrawal Value that may exist. We describe how we
 determine Enhanced Protected Withdrawal Value, and when we begin to calculate
 it, below. If you do not meet the conditions described below for obtaining
 Enhanced Protected Withdrawal Value then Total Protected Withdrawal Value is
 simply equal to Protected Withdrawal Value.

 The Protected Withdrawal Value initially is equal to the Contract Value on the
 date that you elect Highest Daily Lifetime Five. On each business day
 thereafter, until the earlier of the first withdrawal or ten years after the
 date of your election of the benefit, we recalculate the Protected Withdrawal
 Value. Specifically, on each such business day (the "Current Business Day"),
 the Protected Withdrawal Value is equal to the greater of:
..   the Protected Withdrawal Value for the immediately preceding business day
    (the "Prior Business Day "), appreciated at the daily equivalent of 5%
    annually during the calendar day(s) between the Prior Business Day and the
    Current Business Day (i.e., one day for successive business days , but more
    than one calendar day for business days that are separated by weekends
    and/or holidays), plus the amount of any Purchase Payment (including any
    associated credit) made on the Current Business Day; and
..   the Contract Value.

 If you have not made a withdrawal prior to the tenth anniversary of the date
 you elected Highest Daily Lifetime Five (which we refer to as the "Tenth
 Anniversary"), we will continue to calculate a Protected Withdrawal Value. On
 or after the Tenth Anniversary and up until the date of the first withdrawal,
 your Protected Withdrawal Value is equal to the greater of the Protected
 Withdrawal Value on the Tenth Anniversary or your Contract Value.

 The Enhanced Protected Withdrawal Value is only calculated if you do not take
 a withdrawal prior to the Tenth Anniversary. Thus, if you do take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive Enhanced
 Protected Withdrawal Value. If no such withdrawal is taken, then on or after
 the Tenth Anniversary up until the date of the first withdrawal, the Enhanced
 Protected Withdrawal Value is equal to the sum of:

    (a)200% of the Contract Value on the date you elected Highest Daily
       Lifetime Five;
    (b)200% of all Purchase Payments (and any associated Credits) made during
       the one-year period after the date you elected Highest Daily Lifetime
       Five; and
    (c)100% of all Purchase Payments (and any associated Credits) made more
       than one year after the date you elected Highest Daily Lifetime Five,
       but prior to the date of your first withdrawal.

 We cease these daily calculations of the Protected Withdrawal Value and
 Enhanced Protected Withdrawal Value (and therefore, the Total Protected
 Withdrawal Value) when you make your first withdrawal. However, as discussed
 below, subsequent Purchase Payments (and any associated Credits) will increase
 the Total Annual Income Amount, while "excess" withdrawals (as described
 below) may decrease the Total Annual Income Amount.

 KEY FEATURE - Total Annual Income Amount under the Highest Daily Lifetime Five
 Benefit

 The initial Total Annual Income Amount is equal to 5% of the Total Protected
 Withdrawal Value. For purposes of the asset transfer formula described below,
 we also calculate a Highest Daily Annual Income Amount, which is initially
 equal to 5% of the Protected Withdrawal Value. Under the Highest Daily
 Lifetime Five Benefit, if your cumulative withdrawals in a Contract Year are
 less than or equal to the Total Annual Income Amount, they will not reduce
 your Total Annual Income Amount in subsequent Contract Years, but any such
 withdrawals will reduce the Total Annual Income Amount on a dollar-for-dollar
 basis in that Contract Year. If your cumulative withdrawals are in excess of
 the Total Annual Income Amount ("Excess Income"), your Total Annual Income


                                      66




 Amount in subsequent years will be reduced (except with regard to required
 minimum distributions) by the result of the ratio of the Excess Income to the
 Contract Value immediately prior to such withdrawal (see examples of this
 calculation below). Reductions include the actual amount of the withdrawal,
 including any withdrawal charge that may apply. A Purchase Payment that you
 make will increase the then-existing Total Annual Income Amount and Highest
 Daily Annual Income Amount by an amount equal to 5% of the Purchase Payment
 (including the amount of any associated Credits).

 An automatic step-up feature ("Highest Quarterly Auto Step-Up") is included as
 part of this benefit. As detailed in this paragraph, the Highest Quarterly
 Auto Step-Up feature can result in a larger Total Annual Income Amount if your
 Contract Value increases subsequent to your first withdrawal. We begin
 examining the Contract Value for purposes of this feature starting with the
 anniversary of the Contract Date (the "Contract Anniversary") immediately
 after your first withdrawal under the benefit. Specifically, upon the first
 such Contract Anniversary, we identify the Contract Value on the business days
 corresponding to the end of each quarter that (i) is based on your Contract
 Year, rather than a calendar year; (ii) is subsequent to the first withdrawal;
 and (iii) falls within the immediately preceding Contract Year. If the end of
 any such quarter falls on a holiday or a weekend, we use the next business
 day. We multiply each of those quarterly Contract Values by 5%, adjust each
 such quarterly value for subsequent withdrawals and Purchase Payments, and
 then select the highest of those values. If the highest of those values
 exceeds the existing Total Annual Income Amount, we replace the existing
 amount with the new, higher amount. Otherwise, we leave the existing Total
 Annual Income Amount intact. In later years, (i.e., after the first Contract
 Anniversary after the first withdrawal) we determine whether an automatic
 step-up should occur on each Contract Anniversary, by performing a similar
 examination of the Contract Values on the end of the four immediately
 preceding quarters. If, on the date that we implement a Highest Quarterly Auto
 Step-Up to your Total Annual Income Amount, the charge for Highest Daily
 Lifetime Five has changed for new purchasers, you may be subject to the new
 charge at the time of such step-up. Prior to increasing your charge for
 Highest Daily Lifetime Five upon a step-up, we would notify you, and give you
 the opportunity to cancel the automatic step-up feature. If you receive notice
 of a proposed step-up and accompanying fee increase, you should carefully
 evaluate whether the amount of the step-up justifies the increased fee to
 which you will be subject.

 The Highest Daily Lifetime Five program does not affect your ability to make
 withdrawals under your contract, or limit your ability to request withdrawals
 that exceed the Total Annual Income Amount. Under Highest Daily Lifetime Five,
 if your cumulative withdrawals in a Contract Year are less than or equal to
 the Total Annual Income Amount, they will not reduce your Total Annual Income
 Amount in subsequent Contract Years, but any such withdrawals will reduce the
 Total Annual Income Amount on a dollar-for-dollar basis in that Contract Year.

 If, cumulatively, you withdraw an amount less than the Total Annual Income
 Amount in any Contract Year, you cannot carry-over the unused portion of the
 Total Annual Income Amount to subsequent Contract Years.

 Examples of dollar-for-dollar and proportional reductions and the Highest
 Quarterly Auto Step-Up are set forth below. The values depicted here are
 purely hypothetical, and do not reflect the charges for the Highest Daily
 Lifetime Five benefit or any other fees and charges. Assume the following for
 all three examples:
..   The Contract Date is December 1, 2006
..   The Highest Daily Lifetime Five benefit is elected on March 5, 2007.

 Dollar-for-dollar reductions On May 2, 2007, the Total Protected Withdrawal
 Value is $120,000, resulting in a Total Annual Income Amount of $6,000 (5% of
 $120,000). Assuming $2,500 is withdrawn from the Contract on this date, the
 remaining Total Annual Income Amount for that Contract Year (up to and
 including December 1, 2007) is $3,500. This is the result of a
 dollar-for-dollar reduction of the Total Annual Income Amount - $6,000 less
 $2,500 = $3,500.

 Proportional reductions Continuing the previous example, assume an additional
 withdrawal of $5,000 occurs on August 6, 2007 and the Contract Value at the
 time of this withdrawal is $110,000. The first $3,500 of this withdrawal
 reduces the Total Annual Income Amount for that Contract Year to $0. The
 remaining withdrawal amount - $1,500 - reduces the Total Annual Income Amount
 in future Contract Years on a proportional basis based on the ratio of the
 excess withdrawal to the Contract Value immediately prior to the excess
 withdrawal. (Note that if there were other withdrawals in that Contract Year,
 each would result in another proportional reduction to the Total Annual Income
 Amount).

 Here is the calculation:




                                                             
 Contract value before withdrawal                               $  110,000.00
 Less amount of "non" excess withdrawal                         $   -3,500.00
 Contract value immediately before excess withdrawal of $1,500  $  106,500.00
 Excess withdrawal amount                                       $    1,500.00
 Divided by Contract Value immediately before excess withdrawal $  106,500.00
 Ratio                                                                   1.41%
 Total Annual Income Amount                                     $    6,000.00
 Less ratio of 1.41%                                            $      -84.51
 Total Annual Income Amount for future Contract Years           $    5,915.49



                                      67



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



 Highest Quarterly Auto Step-Up
 On each Contract Anniversary date, the Total Annual Income Amount is
 stepped-up if 5% of the highest quarterly value since your first withdrawal
 (or last Contract Anniversary in subsequent years), adjusted for excess
 withdrawals and additional Purchase Payments, is higher than the Total Annual
 Income Amount, adjusted for excess withdrawals and additional Purchase
 Payments.

 Continuing the same example as above, the Total Annual Income Amount for this
 Contract Year is $6,000. However, the excess withdrawal on August 6 reduces
 this amount to $5,915.49 for future years (see above). For the next Contract
 Year, the Total Annual Income Amount will be stepped-up if 5% of the highest
 quarterly Contract Value, adjusted for withdrawals, is higher than $5,915.49.
 Here are the calculations for determining the quarterly values. Only the
 June 1 value is being adjusted for excess withdrawals as the September 1 and
 December 1 Business Days occur after the excess withdrawal on August 6.





                                   Highest Quarterly   Adjusted Total Annual
                                  Value (adjusted with   Income Amount (5%
                       Contract      withdrawal and       of the Highest
    Date*               Value     Purchase Payments)**   Quarterly Value)
    -----             ----------- --------------------   ----------------
                                              
    June 1, 2007      $118,000.00     $118,000.00            $5,900.00
    August 6, 2007    $120,000.00     $112,885.55            $5,644.28
    September 1, 2007 $112,000.00     $112,885.55            $5,644.28
    December 1, 2007  $119,000.00     $119,000.00            $5,950.00




       *  In this example, the Contract Anniversary date is December 1. The
          quarterly valuation dates are every three months thereafter - March
          1, June 1, September 1, and December 1. In this example, we do not
          use the March 1 date as the first withdrawal took place after
          March 1. The Contract Anniversary Date of December 1 is considered
          the fourth and final quarterly valuation date for the year.
       ** In this example, the first quarterly value after the first withdrawal
          is $118,000 on June 1, yielding an adjusted Total Annual Income
          Amount of $5,900.00. This amount is adjusted on August 6 to reflect
          the $5,000 withdrawal. The calculations for the adjustments are:

..   The Contract Value of $118,000 on June 1 is first reduced dollar-for-dollar
    by $3,500 ($3,500 is the remaining Total Annual Income Amount for the
    Contract Year), resulting in an adjusted Contract Value of $114,500 before
    the excess withdrawal.
..   This amount ($114,500) is further reduced by 1.41% (this is the ratio in
    the above example which is the excess withdrawal divided by the Contract
    Value immediately preceding the excess withdrawal) resulting in a Highest
    Quarterly Value of $112,885.55.

 The adjusted Total Annual Income Amount is carried forward to the next
 quarterly anniversary date of September 1. At this time, we compare this
 amount to 5% of the Contract Value on September 1. Since the June 1 adjusted
 Total Annual Income Amount of $5,644.28 is higher than $5,600.00 (5% of
 $112,000), we continue to carry $5,644.28 forward to the next and final
 quarterly anniversary date of December 1. The Contract Value on December 1 is
 $119,000 and 5% of this amount is $5,950. Since this is higher than $5,644.28,
 the adjusted Total Annual Income Amount is reset to $5,950.00.

 In this example, 5% of the December 1 value yields the highest amount of
 $5,950.00. Since this amount is higher than the current year's Total Annual
 Income Amount of $5,915.49 adjusted for excess withdrawals, the Total Annual
 Income Amount for the next Contract Year, starting on December 2, 2007 and
 continuing through December 1, 2008, will be stepped-up to $5,950.00.

 Benefits Under the Highest Daily Lifetime Five Program
..   To the extent that your Contract Value was reduced to zero as a result of
    cumulative withdrawals that are equal to or less than the Total Annual
    Income Amount and amounts are still payable under Highest Daily Lifetime
    Five, we will make an additional payment, if any, for that Contract Year
    equal to the remaining Total Annual Income Amount for the Contract Year.
    Thus, in that scenario, the remaining Total Annual Income Amount would be
    payable even though your Contract Value was reduced to zero. In subsequent
    Contract Years we make payments that equal the Total Annual Income Amount
    as described in this section. We will make payments until the death of the
    single designated life. To the extent that cumulative withdrawals in the
    current Contract Year that reduced your Contract Value to zero are more
    than the Total Annual Income Amount, the Highest Daily Lifetime Five
    benefit terminates, and no additional payments will be made.
..   If Annuity payments are to begin under the terms of your Contract, or if
    you decide to begin receiving annuity payments and there is a Total Annual
    Income Amount due in subsequent Contract Years, you can elect one of the
    following two options:

    (1)apply your Contract Value to any annuity option available; or
    (2)request that, as of the date annuity payments are to begin, we make
       annuity payments each year equal to the Total Annual Income Amount. We
       will make payments until the death of the single designated life.


                                      68




 We must receive your request in a form acceptable to us at our office.

 In the absence of an election when mandatory contract payments are to begin,
 we will make annual contract payments in the form of a single life fixed
 contract with ten payments certain, by applying the greater of the contract
 rates then currently available or the contract rates guaranteed in your
 Contract. The amount that will be applied to provide such annuity payments
 will be the greater of:

 (1)the present value of the future Total Annual Income Amount payments. Such
    present value will be calculated using the greater of the single life fixed
    contract rates then currently available or the single life fixed contract
    rates guaranteed in your Contract; and
 (2)the Contract Value.

..   If no withdrawal was ever taken, we will calculate the Total Annual Income
    Amount as if you made your first withdrawal on the date the contract
    payments are to begin.
..   Please note that payments that we make under this benefit after the
    contract anniversary coinciding with or next following the annuitant's
    95/th/ birthday will be treated as annuity payments.

 Other Important Considerations
..   Withdrawals under the Highest Daily Lifetime Five Benefit are subject to
    all of the terms and conditions of the Contract, including any withdrawal
    charge.
..   Withdrawals made while the Highest Daily Lifetime Five Benefit is in effect
    will be treated, for tax purposes, in the same way as any other withdrawals
    under the Contract. The Highest Daily Lifetime Five Benefit does not
    directly affect the Contract Value or surrender value, but any withdrawal
    will decrease the Contract Value by the amount of the withdrawal (plus any
    applicable withdrawal charge). If you surrender your Contract you will
    receive the current surrender value.
..   You can make withdrawals from your Contract while your Contract Value is
    greater than zero without purchasing the Highest Daily Lifetime Five
    Benefit. The Highest Daily Lifetime Five Benefit provides a guarantee that
    if your Contract value declines due to market performance, you will be able
    to receive your Total Annual Income Amount in the form of periodic benefit
    payments.
..   Please note that the payments that we make under this benefit after the
    contract anniversary coinciding with or next following the Annuitant's
    95/th/ birthday will be treated as annuity payments.
..   Upon inception of the benefit, 100% of your Contract Value must be
    allocated to the permitted Sub-accounts. However, the asset transfer
    component of the benefit as described below may transfer Contract Value to
    the Benefit Fixed Rate Account as of the effective date of the benefit in
    some circumstances.
..   You cannot allocate Purchase Payments or transfer Contract Value to a Fixed
    Interest Rate Option if you elect Highest Daily Lifetime Five.
..   Transfers to and from the Sub-accounts and the Benefit Fixed Rate Account
    triggered by the asset transfer component of the benefit will not count
    toward the maximum number of free transfers allowable under the Contract.
..   In general, you must allocate your Contract Value in accordance with the
    then available investment option(s) that we may prescribe in order to elect
    and maintain the Highest Daily Lifetime Five benefit. If, subsequent to
    your election of the benefit, we change our requirements for how Contract
    Value must be allocated under the benefit, the new requirement will apply
    only to new elections of the benefit, and we will not compel you to
    re-allocate your Contract Value in accordance with our newly-adopted
    requirements. Subsequent to any change in requirements, transfers of
    Contract Value and allocation of additional Purchase Payments may be
    subject to the new investment limitations.

 Election of and Designations Under the Program
 For Highest Daily Lifetime Five, there must be either a single Owner who is
 the same as the Annuitant, or if the Contract is entity-owned, there must be a
 single natural person Annuitant. In either case, the Annuitant must be at
 least 55 years old.

 Any change of the Annuitant under the Contract will result in cancellation of
 Highest Daily Lifetime Five. Similarly, any change of Owner will result in
 cancellation of Highest Daily Lifetime Five, except if (a) the new Owner has
 the same taxpayer identification number as the previous owner (b) both the new
 Owner and previous Owner are entities or (c) the previous Owner is a natural
 person and the new Owner is an entity.

 Currently, if you terminate the Highest Daily Lifetime Five benefit, you will
 (a) not be permitted to re-elect the benefit and (b) will be allowed to elect
 the Spousal Lifetime Five Benefit or the Lifetime Five Income Benefit on any
 anniversary of the Contract Date that is at least 90 calendar days from the
 date the Highest Daily Lifetime Five Benefit was terminated. We reserve the
 right to further limit the election frequency in the future. Before making any
 such change to the election frequency, we will provide prior notice to Owners
 who have an effective Highest Daily Lifetime Five benefit.

 Termination of the Program You may terminate the benefit at any time by
 notifying us. if you terminate the benefit, any guarantee provided by the
 benefit will terminate as of the date the termination is effective, and
 certain restrictions on re-election will apply as described above. The benefit
 terminates: (i) upon your termination of the benefit (ii) upon your surrender
 of the Contract (iii) upon your election to begin receiving Contract payments
 (iv) upon the death of the Annuitant (v) if both the Contract Value and Total
 Annual Income Amount equal zero or (vi) if you fail to meet our requirements
 for issuing the benefit.


                                      69



 5: WHAT IS THE LIFETIME FIVE INCOME BENEFIT? continued



 Upon termination of Highest Daily Lifetime Five, we cease deducting the charge
 for the benefit. With regard to your investment allocations, upon termination
 we will: (i) leave intact amounts that are held in the variable investment
 options, and (ii) transfer all amounts held in the Benefit Fixed Rate Account
 (as defined below) to your variable investment options, based on your existing
 allocation instructions or (in the absence of such existing instructions) pro
 rata (i.e. in the same proportion as the current balances in your variable
 investment options).

 Return of Principal Guarantee If you have not made a withdrawal before the
 Tenth Anniversary, we will increase your Contract Value on that Tenth
 Anniversary (or the next business day, if that anniversary is not a business
 day), if the requirements set forth in this paragraph are met. On the Tenth
 Anniversary, we add:

 (a)your Contract Value on the day that you elected Highest Daily Lifetime
    Five; and
 (b)the sum of each Purchase Payment you made (including any Credits) during
    the one-year period after you elected the benefit.

 If the sum of (a) and (b) is greater than your Contract Value on the Tenth
 Anniversary, we increase your Contract Value to equal the sum of (a) and (b),
 by contributing funds from our general account. If the sum of (a) and (b) is
 less than or equal to your Contract Value on the Tenth Anniversary, we make no
 such adjustment. The amount that we add to your Contract Value under this
 provision will be allocated to each of your variable investment options and
 the Benefit Fixed Rate Account (described below), in the same proportion that
 each such investment option bears to your total Contract Value, immediately
 prior to the application of the amount. Any such amount will not be considered
 a purchase payment when calculating your Total Protected Withdrawal Value,
 your death benefit, or the amount of any other optional benefit that you may
 have selected, and therefore will have no direct impact on any such values at
 the time we add this amount. This potential addition to Contract Value is
 available only if you have elected Highest Daily Lifetime Five and if you meet
 the conditions set forth in this paragraph. Thus, if you take a withdrawal
 prior to the Tenth Anniversary, you are not eligible to receive the Return of
 Principal Guarantee.

 Upon termination, we may limit or prohibit investment in the fixed interest
 rate options.

 Asset Transfer Component of Highest Daily Lifetime Five
 As indicated above, we limit the sub-accounts to which you may allocate
 Contract Value if you elect Highest Daily Lifetime Five. For purposes of this
 benefit, we refer to those permitted sub-accounts as the "Permitted
 Sub-accounts". As a requirement of participating in Highest Daily Lifetime
 Five, we require that you participate in our specialized asset transfer
 program, under which we may transfer Contract Value between the Permitted
 Sub-accounts and a fixed interest rate account that is part of our general
 account (the "Benefit Fixed Rate Account"). We determine whether to make a
 transfer, and the amount of any transfer, under a non-discretionary formula,
 discussed below. The Benefit Fixed Rate Account is available only with this
 benefit, and thus you may not allocate Purchase Payments to that Account. The
 interest rate that we pay with respect to the Benefit Fixed Rate Account is
 reduced by an amount that corresponds generally to the charge that we assess
 against your variable sub-accounts for Highest Daily Lifetime Five. The
 Benefit Fixed Rate Account is not subject to the Investment Company Act of
 1940 or the Securities Act of 1933.

 Under the asset transfer component of Highest Daily Lifetime Five, we monitor
 your Contract Value daily and, if necessary, systematically transfer amounts
 between the Permitted Sub-accounts you have chosen and the Benefit Fixed Rate
 Account. Any transfer would be made in accordance with a formula, which is set
 forth in the schedule supplement to the endorsement for this benefit (and also
 appears in the Appendices to this prospectus). Speaking generally, the
 formula, which we apply each business day, operates as follows. The formula
 starts by identifying your Protected Withdrawal Value for that day and then
 multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
 Highest Daily Annual Income Amount. Then, using our actuarial tables, we
 produce an estimate of the total amount we would target in our allocation
 model, based on the projected Highest Daily Annual Income Amount each year for
 the rest of your life. In the formula, we refer to that value as the "Target
 Value" or "L". If you have already made a withdrawal, your projected Highest
 Daily Annual Income Amount (and thus your Target Value) would take into
 account any automatic step-up that was scheduled to occur according to the
 step-up formula described above. Next, the formula subtracts from the Target
 Value the amount held within the Benefit Fixed Rate Account on that day, and
 divides that difference by the amount held within the Permitted Sub-accounts.
 That ratio, which essentially isolates the amount of your Target Value that is
 not offset by amounts held within the Benefit Fixed Rate Account, is called
 the "Target Ratio" or "r". If the Target Ratio exceeds a certain percentage
 (currently 83%), it means essentially that too much Target Value is not offset
 by assets within the Benefit Fixed Rate Account, and therefore we will
 transfer an amount from your Permitted Sub-accounts to the Benefit Fixed Rate
 Account. Conversely, if the Target Ratio falls below a certain percentage
 (currently 77%), then a transfer from the Benefit Fixed Rate Account to the
 Permitted Sub-accounts would occur. Note that the formula is calculated with
 reference to the Highest Daily Annual Income Amount, rather than with
 reference to the Total Annual Income Amount.

 As you can glean from the formula, a downturn in the securities markets (i.e.,
 a reduction in the amount held within the Permitted Sub-accounts) may cause us
 to transfer some of your variable Contract Value to the Benefit Fixed Rate
 Account, because such a reduction will tend to increase the Liability Ratio.
 Moreover, certain market return scenarios involving "flat" returns over a
 period


                                      70




 of time also could result in the transfer of money to the Benefit Fixed Rate
 Account. In deciding how much to transfer, we use another formula, which
 essentially seeks to rebalance amounts held in the Permitted Sub-accounts and
 the Benefit Fixed Rate Account so that the Liability Ratio meets a target
 ratio, which currently is equal to 80%. Once you elect Highest Daily Lifetime
 Five, the ratios we use will be fixed. For new elections in the future,
 however, we reserve the right to change the ratios.

 While you are not notified when your Contract reaches a reallocation trigger,
 you will receive a confirmation statement indicating the transfer of a portion
 of your Contract Value either to or from the Benefit Fixed Rate Account. The
 formula by which the reallocation triggers operate is designed primarily to
 mitigate the financial risks that we incur in providing the guarantee under
 Highest Daily Lifetime Five.

 Depending on the results of the calculation relative to the reallocation
 triggers, we may, on any day:
..   Not make any transfer; or
..   If a portion of your Contract Value was previously allocated to the Benefit
    Fixed Rate Account, transfer all or a portion of those amounts to the
    Permitted Sub-accounts, based on your existing allocation instructions or
    (in the absence of such existing instructions) pro rata (i.e., in the same
    proportion as the current balances in your variable investment options).
    Amounts taken out of the Benefit Fixed Rate Account will be withdrawn for
    this purpose on a last-in, first-out basis (an amount renewed into a new
    guarantee period under the Benefit Fixed Rate Account will be deemed a new
    investment for purposes of this last-in, first-out rule); or

 Transfer all or a portion of your Contract Value in the Permitted Sub-accounts
 pro-rata to the Benefit Fixed Rate Account. The interest that you earn on such
 transferred amount will be equal to the annual rate that we have set for that
 day, and we will credit the daily equivalent of that annual interest until the
 earlier of one year from the date of the transfer or the date that such amount
 in the Benefit Fixed Rate Account is transferred back to the Permitted
 Sub-accounts.

 If a significant amount of your Contract Value is systematically transferred
 to the Benefit Fixed Rate Account during periods of market declines or low
 interest rates, less of your Contract Value may be available to participate in
 the investment experience of the Permitted Sub-accounts if there is a
 subsequent market recovery. Under the reallocation formula that we employ, it
 is possible that over time a significant portion, and under certain
 circumstances all, of your Contract Value may be allocated to the Benefit
 Fixed Rate Account. Note that if your entire Contract Value is transferred to
 the Benefit Fixed Rate Account, then based on the way the formula operates,
 that value would remain in the Benefit Fixed Rate Account unless you made
 additional purchase payments to the Permitted Sub-accounts, which could cause
 Contract Value to transfer out of the Benefit Fixed Rate Account.

 Additional Tax Considerations
 If you purchase a contract as an investment vehicle for "qualified"
 investments, including an IRA, SEP-IRA, Tax Sheltered Annuity (or 403(b)) or
 employer plan under Code Section 401(a), the minimum distribution rules under
 the Code require that you begin receiving periodic amounts from your contract
 beginning after age 70 1/2. For a Tax Sheltered Annuity or a 401(a) plan for
 which the participant is not a greater than 5 percent owner of the employer,
 this required beginning date can generally be deferred to retirement, if
 later. Roth IRAs are not subject to these rules during the owner's lifetime.
 The amount required under the Code may exceed the Total Annual Income Amount,
 which will cause us to increase the Total Annual Income Amount in any Contract
 Year that required minimum distributions due from your Contract are greater
 than such amounts. In addition, the amount and duration of payments under the
 contract payment and death benefit provisions may be adjusted so that the
 payments do not trigger any penalty or excise taxes due to tax considerations
 such as required minimum distribution under the tax law. Please note, however,
 that any withdrawal you take prior to the Tenth Anniversary, even if withdrawn
 to satisfy required minimum distribution rules, will cause you to lose the
 ability to receive Enhanced Protected Withdrawal Value and an amount under the
 Return of Principal Guarantee.

 As indicated, withdrawals made while the Highest Daily Lifetime Five Benefit
 is in effect will be treated, for tax purposes, in the same way as any other
 withdrawals under the contract. Please see the Tax Considerations section of
 the prospectus for a detailed discussion of the tax treatment of withdrawals.
 We do not address each potential tax scenario that could arise with respect to
 this Benefit here. However, we do note that if you participate in Highest
 Daily Lifetime Five through a non-qualified annuity, and your annuity has
 received Enhanced Protected Withdrawal Value and/or an additional amount under
 the Return of Principal Guarantee, as with all withdrawals, once all purchase
 payments are returned under the contract, all subsequent withdrawal amounts
 will be taxed as ordinary income.


 6: WHAT IS THE INCOME APPRECIATOR BENEFIT?

 INCOME APPRECIATOR BENEFIT
 THE INCOME APPRECIATOR BENEFIT (IAB) IS AVAILABLE TO STRATEGIC PARTNERS
 FLEXELITE CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE
 APPROVAL. The IAB is an optional, supplemental income benefit that provides an
 additional income amount during the accumulation period or upon annuitization.
 The Income Appreciator Benefit is designed to provide you with additional
 funds that can be used to help defray the impact taxes may have on
 distributions from your contract. IAB may be suitable for you in other
 circumstances as well, which you can discuss with your registered
 representative. Because individual circumstances vary, you should consult with
 a qualified tax advisor to determine whether it would be appropriate for you
 to elect the Income Appreciator Benefit.

                                      71



 6: WHAT IS THE INCOME APPRECIATOR BENEFIT? continued


 If you want the Income Appreciator Benefit, you generally must elect it when
 you make your initial purchase payment. Once you elect the Income Appreciator
 Benefit, you may not later revoke it.

..   The annuitant must be 75 or younger in order for you to elect the Income
    Appreciator Benefit.

..   If you choose the Income Appreciator Benefit, we will impose an annual
    charge equal to 0.25% of your Contract Value. See Section 8, "What Are The
    Expenses Associated With The Strategic Partners FlexElite Contract?"


 Activation Of The Income Appreciator Benefit
 YOU CAN ACTIVATE THE INCOME APPRECIATOR BENEFIT AT ANY TIME AFTER IT HAS BEEN
 IN FORCE FOR SEVEN YEARS. To activate the Income Appreciator Benefit, you must
 send us a written request in good order.

 Once activated, you can receive the Income Appreciator Benefit:
..   IAB OPTION 1 at annuitization as part of an annuity payment;
..   IAB OPTION 2 during the accumulation phase through the IAB automatic
    withdrawal payment program; or
..   IAB OPTION 3 during the accumulation phase as an Income Appreciator Benefit
    credit to your contract over a 10-year period.

 Income Appreciator Benefit payments are treated as earnings and may be subject
 to tax upon withdrawal. See Section 10, "What Are The Tax Considerations
 Associated With The Strategic Partners FlexElite Contract?"

 If you do not activate the benefit prior to the maximum annuitization age you
 may lose all or part of the IAB.

 CALCULATION OF THE INCOME APPRECIATOR BENEFIT
 We will calculate the Income Appreciator Benefit amount as of the date we
 receive your written request in good order (or, for IAB Option 1, on the
 annuity date). We do this by multiplying the current earnings in the contract
 by the applicable Income Appreciator Benefit percentage based on the number of
 years the Income Appreciator Benefit has been in force. For purposes of
 calculating the Income Appreciator Benefit:

..   earnings are calculated as the difference between the Contract Value and
    the sum of all purchase payments;
..   earnings do not include (1) any amount added to the Contract Value as a
    result of the Spousal Continuance Benefit, or (2) if we were to permit you
    to elect the Income Appreciator Benefit after the contract date, any
    earnings accrued under the contract prior to that election;

..   withdrawals reduce earnings first, then purchase payments, on a
    dollar-for-dollar basis;
..   the table below shows the Income Appreciator Benefit percentages
    corresponding to the number of years the Income Appreciator Benefit has
    been in force.



             Number of Years Income Appreciator Income Appreciator
                 Benefit has been in Force      Benefit Percentage
                 -------------------------      ------------------
                                             
                            0-6                         0%
                            7-9                         15%
                           10-14                        20%
                            15+                         25%


 IAB Option 1 - Income Appreciator Benefit at Annuitization

 Under this option, if you choose to activate the Income Appreciator Benefit at
 annuitization, we will calculate the Income Appreciator Benefit amount on the
 annuity date and add it to the adjusted Contract Value for purposes of
 determining the amount available for annuitization. You may apply this amount
 to any annuity or settlement option over the lifetime of the annuitant, joint
 annuitants, or a period certain of at least 15 years (but not to exceed life
 expectancy).


 UPON ANNUITIZATION, YOU MAY LOSE ALL OR A PORTION OF THE INCOME APPRECIATOR
 BENEFIT IF YOU CHOOSE AN ANNUITY SETTLEMENT OPTION OTHER THAN ANY LIFETIME
 PAYOUT OPTION OR PERIOD CERTAIN OPTION FOR AT LEAST 15 YEARS. IN SUCH
 INSTANCES, WE WOULD NOT REIMBURSE YOU FOR THE EXPENSES YOU HAD PAID US FOR
 THIS BENEFIT.

 Effect of Income Appreciator Benefit on Guaranteed Minimum Income Benefit
 If you exercise the Guaranteed Minimum Income Benefit feature and an Income
 Appreciator Benefit amount remains payable under your contract, the value we
 use to calculate the annuity payout amount will be the greater of:

 1. the adjusted Contract Value plus the remaining Income Appreciator Benefit
    amount, calculated at current IAB annuitization rates; or


 2. the GMIB protected value plus the remaining Income Appreciator Benefit
    amount, calculated using the GMIB guaranteed annuity purchase rates shown
    in the contract.

                                      72



 If you exercise the Guaranteed Minimum Income Benefit feature and activate the
 Income Appreciator Benefit at the same time, you must choose among the
 Guaranteed Minimum Income Benefit annuity payout options available at the time.

 Terminating the Income Appreciator Benefit
 The Income Appreciator Benefit will terminate on the earliest of:
..   the date you make a total withdrawal from the contract;
..   the date a death benefit is payable if the contract is not continued by the
    surviving spouse under the Spousal Continuance Benefit;
..   the date the Income Appreciator Benefit amount is reduced to zero
    (generally ten years after activation) under IAB Options 2 and 3;
..   the date of annuitization; or
..   the date the contract terminates.

 Upon termination of the Income Appreciator Benefit, we cease imposing the
 associated charge.

 INCOME APPRECIATOR BENEFIT OPTIONS DURING THE ACCUMULATION PHASE
 You may choose IAB Option 1 at annuitization, but you may instead choose IAB
 Options 2 or 3 during the accumulation phase of your contract. Income
 Appreciator Benefit payments under IAB Options 2 and 3 will begin on the same
 day of the month as the contract date, beginning with the next month following
 our receipt of your request in good order. Under IAB Options 2 and 3, you can
 choose to have the Income Appreciator Benefit amounts paid or credited
 monthly, quarterly, semi-annually, or annually.

 IAB OPTIONS 2 AND 3 INVOLVE A TEN-YEAR PAYMENT PERIOD. IF THE 10-YEAR PAYMENT
 PERIOD WOULD END AFTER THE ANNUITY DATE AND YOU CHOOSE AN ANNUITY SETTLEMENT
 OPTION OTHER THAN ANY LIFETIME PAYOUT OPTION OR PERIOD CERTAIN OPTION OF AT
 LEAST 15 YEARS OR YOU MAKE A FULL WITHDRAWAL, YOU MAY LOSE ALL OR ANY
 REMAINING PORTION OF THE INCOME APPRECIATOR BENEFIT. IN SUCH INSTANCES, WE
 WOULD NOT REIMBURSE YOU FOR THE EXPENSES YOU HAD PAID US FOR THIS BENEFIT.

 IAB Option 2 - Income Appreciator Benefit Automatic Withdrawal Payment Program

 Under this option, you elect to receive the Income Appreciator Benefit during
 the accumulation phase. When you activate the benefit, a 10-year Income
 Appreciator Benefit automatic withdrawal payment program begins. We will pay
 you the Income Appreciator Benefit amount in equal installments over a 10-year
 payment period. You may combine this Income Appreciator Benefit amount with an
 automated withdrawal amount from your Contract Value, in which case each
 combined payment must be at least $100.

 The maximum automated withdrawal payment amount that you may receive from your
 Contract Value under this Income Appreciator Benefit program in any contract
 year during the 10-year period may not exceed 10% of the Contract Value as of
 the date you activate the Income Appreciator Benefit.

 Once we calculate the Income Appreciator Benefit, the amount will not be
 affected by changes in Contract Value due to the investment performance of any
 allocation option. Withdrawal charges may apply to automatic withdrawal
 payment amounts, but not to amounts attributable to the Income Appreciator
 Benefit.

 After the ten-year payment period has ended, if the remaining Contract Value
 is $2,000 or more, the contract will continue. If the remaining Contract Value
 is less than $2,000 after the end of the 10-year payment period, we will pay
 you the remaining Contract Value and the contract will terminate. If the
 Contract Value falls below the minimum amount required to keep the contract in
 force due solely to investment results before the end of the 10-year payment
 period, we will continue to pay the Income Appreciator Benefit amount for the
 remainder of the 10-year payment period.


 Discontinuing The Income Appreciator Benefit Automatic Withdrawal Payment
 Program Under IAB Option 2

 You may discontinue the Income Appreciator Benefit payment program under IAB
 Option 2 and activate IAB Option 3 at any time after payments have begun and
 before the last payment is made. We will add the remaining Income Appreciator
 Benefit amount to the Contract Value at the same frequency as your initial
 election until the end of the 10-year payment period. We will treat any Income
 Appreciator Benefit amount added to the Contract Value as additional earnings.
 Unless you direct us otherwise, we will allocate these additions to the
 variable investment options, fixed interest rate options, or the market value
 adjustment option in the same proportions as your most recent purchase payment
 allocation percentages.

 You may discontinue the Income Appreciator Benefit payment program under IAB
 Option 2 before the last payment is made and elect an annuity or settlement
 option. We will add the balance of the Income Appreciator Benefit amount for
 the 10-year payment period to the Contract Value in a lump sum before
 determining the adjusted Contract Value. The adjusted Contract Value may be
 applied to any annuity or settlement option that is paid over the lifetime of
 the annuitant, joint annuitants, or a period certain of at least 15 years (but
 not to exceed life expectancy).


                                      73



 6: WHAT IS THE INCOME APPRECIATOR BENEFIT? continued


 IAB Option 3 - Income Appreciator Benefit Credit To Contract Value

 Under this option, you can activate the Income Appreciator Benefit and receive
 the benefit as credits to your Contract Value over a 10-year payment period.
 We will allocate these Income Appreciator Benefit credits to the variable
 investment options, the fixed interest rate options, or the market value
 adjustment option. We will waive the $1,000 minimum requirement for the market
 value adjustment option. We will calculate the Income Appreciator Benefit
 amount on the date we receive your written request in good order. Once we have
 calculated the Income Appreciator Benefit, the Income Appreciator Benefit
 credit will not be affected by changes in Contract Value due to the investment
 performance of any allocation option.

 Before we add the last Income Appreciator Benefit credit to your Contract
 Value, you may switch to IAB Option 2 and receive the remainder of the Income
 Appreciator Benefit as payments to you (instead of credits to the Contract
 Value) under the Income Appreciator Benefit program for the remainder of the
 10-year payment period.


 You can also request that any remaining payments in the 10-year payment period
 be applied to an annuity or settlement option that is paid over the lifetime
 of the annuitants, joint annuitants, or a period certain of at least 15 years
 (but not to exceed life expectancy).

 Excess Withdrawals

 During the 10-year period under IAB options 2 or 3, an "excess withdrawal"
 occurs when any amount is withdrawn from your Contract Value in a contract
 year that exceeds the sum of (1) 10% of the Contract Value as of the date the
 Income Appreciator Benefit was activated plus (2) earnings since the Income
 Appreciator Benefit was activated, that have not been previously withdrawn.


 We will deduct the excess withdrawal on a proportional basis from the
 remaining Income Appreciator Benefit amount. We will then calculate and apply
 a new reduced Income Appreciator Benefit amount.


 Withdrawals you make in a contract year that do not exceed the sum of (1) 10%
 of the Contract Value as of the date the Income Appreciator Benefit was
 activated plus (2) earnings since the Income Appreciator Benefit was
 activated, that have not been previously withdrawn, do not reduce the
 remaining Income Appreciator Benefit amount. Additionally, if the amount
 withdrawn in any year is less than the excess withdrawal threshold, the
 difference between the amount withdrawn and the threshold can be carried over
 to subsequent years on a cumulative basis and withdrawn without causing a
 reduction to the Income Appreciator Benefit amount.


 Effect Of Total Withdrawal On Income Appreciator Benefit
 We will not make Income Appreciator Benefit payments after the date you make a
 total withdrawal of the contract surrender value.

 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS FLEXELITE CONTRACT?

 PURCHASE PAYMENTS
 The initial purchase payment is the amount of money you give us to purchase
 the contract. Unless we agree otherwise and subject to our rules, the minimum
 initial purchase payment is $10,000. You must get our prior approval for any
 initial and additional purchase payment of $1,000,000 or more, unless we are
 prohibited under applicable state law from insisting on such prior approval.
 With some restrictions, you can make additional purchase payments by means
 other than electronic fund transfer of no less than $500 at any time during
 the accumulation phase. However, we impose a minimum of $100 with respect to
 additional purchase payments made through electronic fund transfers.

 You may purchase this contract only if the oldest of the owner, joint owner,
 annuitant, or co-annuitant is age 85 or younger on the contract date. Certain
 age limits apply to certain features and benefits described herein. No
 subsequent purchase payments may be made on or after the earliest of the
 86/th/ birthday of:
..   the owner;
..   the joint owner;
..   the annuitant; or
..   the co-annuitant

 Currently, the maximum aggregate purchase payment you may make is $20 million.
 We limit the maximum total purchase payments in any contract year, other than
 the first to $2 million absent our prior approval. Depending on the applicable
 state law, other limits may apply.

                                      74



 ALLOCATION OF PURCHASE PAYMENTS
 When you purchase a contract, we will allocate your purchase payment among the
 variable investment options, fixed interest rate options, or the market value
 adjustment option based on the percentages you choose. The percentage of your
 allocation to a particular investment option can range in whole percentages
 from 0% to 100%.

 When you make an additional purchase payment, it will be allocated in the same
 way as your most recent purchase payment, unless you tell us otherwise.
 Allocations to the DCA Fixed Rate Option must be no less than $2,000 for
 contracts sold on or after May 1, 2003, or upon subsequent state approval (for
 all other contracts $5,000) and, allocations to the market value adjustment
 option must be no less than $1,000.

 You may change your allocation of future invested purchase payments at any
 time. Contact the Prudential Annuity Service Center for details.

 We generally will credit the initial purchase payment to your contract within
 two business days from the day on which we receive your payment in good order
 at the Prudential Annuity Service Center. If, however, your first payment is
 made without enough information for us to set up your contract, we may need to
 contact you to obtain the required information. If we are not able to obtain
 this information within five business days, we will within that five business
 day period either return your purchase payment or obtain your consent to
 continue holding it until we receive the necessary information.


 We will generally credit each subsequent purchase payment as of the business
 day we receive it in good order at the Prudential Annuity Service Center. Our
 business day generally closes at 4:00 p.m. Eastern time. Our business day may
 close earlier, for example if regular trading on the New York Stock Exchange
 closes early. Subsequent purchase payments received in good order after the
 close of the business day will be credited on the following business day. With
 respect to both your initial Purchase Payment and any subsequent Purchase
 Payment that is pending investment in our Separate Account, we may hold the
 amount temporarily in our general account and may earn interest on such
 amount. You will not be credited with interest during that period.


 At our discretion, we may give initial and subsequent purchase payments (as
 well as withdrawals and transfers) received in good order by certain
 broker/dealers prior to the close of a business day the same treatment as they
 would have received had they been received at the same time at the Prudential
 Annuity Service Center. For more detail, talk to your registered
 representative.


 Applicable laws designed to counter terrorists and prevent money laundering
 might, in certain circumstances, require us to block a contract owner's
 ability to make certain transactions, and thereby refuse to accept purchase
 payments or requests for transfers, partial withdrawals, total withdrawals,
 death benefits, or income payments until instructions are received from the
 appropriate regulator. We also may be required to provide additional
 information about you and your contract to government regulators.


 CREDIT ELECTION

 We will notify you of your option to make a credit election thirty days before
 your 3/rd/ and 6/th/ contract anniversaries. If you make a credit election, we
 will add to your Contract Value a credit amount of 1% of the Contract Value as
 of the applicable contract anniversary. The credit will be allocated to the
 variable or fixed interest rate options or the market value adjustment option
 in the same proportion as the Contract Value on the contract anniversary. We
 must receive your credit election in good order by your contract anniversary
 in order to add the credit to your Contract Value. This option is not
 available if the annuitant or co-annuitant is 81 or older on the contract
 date, the contract is continued under the Spousal Continuance Benefit, or you
 previously elected not to take the credit.


 After you make a credit election, amounts you withdraw will be subject to a
 credit election withdrawal charge of 7% for the first three contract years
 since your credit election.

 These charges may be lower in certain states.

 The credit election withdrawal charges are determined and applied in the same
 manner as the withdrawal charges. Credits and related earnings are treated as
 earnings under the contract.

 We recoup the cost of the credit by assessing withdrawal charges for a longer
 period of time. If you make a withdrawal during the credit election withdrawal
 charge period you may be in a worse position than if you had declined the
 credit. This credit option may not be available in your state.

 CALCULATING CONTRACT VALUE
 The value of the variable portion of your contract will go up or down
 depending on the investment performance of the variable investment option(s)
 you choose. To determine the value of your contract allocated to the variable
 investment options, we use a unit of measure called an accumulation unit. An
 accumulation unit works like a share of a mutual fund.

 Every day we determine the value of an accumulation unit for each of the
 variable investment options. We do this by:
 1) adding up the total amount of money allocated to a specific investment
    option;

                                      75



 7: HOW CAN I PURCHASE A STRATEGIC PARTNERS FLEXELITE CONTRACT? continued


 2) subtracting from that amount insurance charges and any other applicable
    charges such as for taxes; and

 3) dividing this amount by the number of outstanding accumulation units.

 When you make a purchase payment to a variable investment option, we credit
 your contract with accumulation units of the subaccount or subaccounts for the
 investment options you choose. We determine the number of accumulation units
 credited to your contract by dividing the amount of the purchase payment
 allocated to a variable investment option by the unit price of the
 accumulation unit for that variable investment option. We calculate the unit
 price for each variable investment option after the New York Stock Exchange
 closes each day and then credit your contract. The value of the accumulation
 units can increase, decrease, or remain the same from day to day.


 We cannot guarantee that your Contract Value will increase or that it will not
 fall below the amount of your total purchase payments.

 We reserve the right to terminate the contract, and pay the Contract Value to
 you, in either of the following scenarios: (i) if immediately prior to the
 annuity date, the Contract Value is less than $2000, or if the contract would
 provide annuity payments of less than $20 per month and (ii) if during the
 accumulation period, no purchase payment has been received during the
 immediately preceding two contract years and each of the following is less
 than $2000: (a) the total purchase payments (less withdrawals) made prior to
 such period, and (b) the current Contract Value.


 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS FLEXELITE
 CONTRACT?

 There are charges and other expenses associated with the contract that reduce
 the return on your investment. These charges and expenses are described below.

 The charges under the contracts are designed to cover, in the aggregate, our
 direct and indirect costs of selling, administering and providing benefits
 under the contracts. They are also designed, in the aggregate, to compensate
 us for the risks of loss we assume pursuant to the contracts. If, as we
 expect, the charges that we collect from the contracts exceed our total costs
 in connection with the contracts, we will earn a profit. Otherwise, we will
 incur a loss. The rates of certain of our charges have been set with reference
 to estimates of the amount of specific types of expenses or risks that we will
 incur. In most cases, this prospectus identifies such expenses or risks in the
 name of the charge; however, the fact that any charge bears the name of, or is
 designed primarily to defray a particular expense or risk does not mean that
 the amount we collect from that charge will never be more than the amount of
 such expense or risk. Nor does it mean that we may not also be compensated for
 such expense or risk out of any other charges we are permitted to deduct by
 the terms of the contract.

 INSURANCE AND ADMINISTRATIVE CHARGES

 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit or the Highest Daily Lifetime Five Benefit, and an
 additional charge of 0.75% annually if you choose the Spousal Lifetime Five
 Income Benefit. If you choose one of those benefits, or the Guaranteed Minimum
 Death Benefit option, or Highest Daily Value Death Benefit option, the
 insurance and administrative cost also includes a charge to cover our
 assumption of the associated risk. The mortality risk portion of the charge is
 for assuming the risk that the annuitant(s) will live longer than expected
 based on our life expectancy tables. When this happens, we pay a greater
 number of annuity payments. We also incur the risk that the death benefit
 amount exceeds the Contract Value. The expense risk portion of the charge is
 for assuming the risk that the current charges will be insufficient in the
 future to cover the cost of administering the contract. The administrative
 expense portion of the charge compensates us for the expenses associated with
 the administration of the contract. This includes preparing and issuing the
 contract; establishing and maintaining contract records; preparation of
 confirmations and annual reports; personnel costs; legal and accounting fees;
 filing fees; and systems costs.


 We calculate the insurance and administrative charge based on the average
 daily value of all assets allocated to the variable investment options. These
 charges are not assessed against amounts allocated to the fixed interest rate
 options. The amount of the charge depends on the death benefit (or other)
 option that you choose.

 For Contracts Sold on or After May 1, 2003, or upon Subsequent State Approval
 the death benefit charge is equal to:
..   1.65% on an annual basis if you choose the base benefit,
..   1.90% on an annual basis if you choose either the roll-up or step-up
    Guaranteed Minimum Death Benefit option (i.e., 0.25% in addition to the
    base death benefit charge),

                                      76



..   2.00% on an annual basis if you choose the greater of the roll-up and
    step-up Guaranteed Minimum Death Benefit option (i.e., 0.35% in addition to
    the base death benefit charge), or
..   2.15% on an annual basis if you choose the Highest Daily Value Death
    Benefit (i.e., 0.50% in addition to the base death benefit charge).

 For All Other Contracts:
..   1.60% on an annual basis if you choose the base benefit, and
..   1.80% on an annual basis if you choose either the roll-up or step-up
    Guaranteed Minimum Death Benefit option (i.e., 0.20% in addition to the
    base death benefit charge).
..   1.90% on an annual basis if you choose the greater of the roll-up and
    step-up Guaranteed Minimum Death Benefit option (i.e., 0.30% in addition to
    the base death benefit charge).


 We reserve the right to impose an additional insurance charge of 0.10%
 annually of average Contract Value for contracts issued to those aged 76 or
 older.

 We impose an additional charge of 0.60% annually if you choose the Lifetime
 Five Income Benefit or the Highest Daily Lifetime Five Benefit, and an
 additional charge of 0.75% annually if you choose the Spousal Lifetime Five
 Income Benefit. The 0.60% and 0.75% charges are in addition to the charge we
 impose for the applicable death benefit, and are deducted daily based on the
 contract value in the variable investment options. Upon any reset of the
 amounts guaranteed under these benefits, we reserve the right to adjust the
 charge to that being imposed at that time for new elections of the benefits.


 If the charges under the contract are not sufficient to cover our expenses,
 then we will bear the loss. We do, however, expect to profit from these
 charges. The insurance risk charge for your contract cannot be increased. Any
 profits made from these charges may be used by us to pay for the costs of
 distributing the contracts.


 The charges that we discuss in this section are assessed against the assets of
 the separate account. Certain of these charges are part of the base annuity
 and other charges are assessed only if any available optional benefit is
 selected. If a fixed interest rate option is available under your contract,
 the interest rate that we credit to that option may be reduced by an amount
 that corresponds to the asset-based charges to which you are subject under the
 variable investment options.


 WITHDRAWAL CHARGE
 A withdrawal charge may apply if you make a full or partial withdrawal during
 the withdrawal charge period for a purchase payment. When you make a credit
 election, a 7% withdrawal charge will be applied to amounts withdrawn for the
 three contract years following the credit election. The withdrawal charge may
 also apply if you begin the income phase during these periods, depending upon
 the annuity option you choose.

 The withdrawal charge is the percentage, shown below, of the amount withdrawn.
 Full contract years are measured from the contract date with respect to the
 initial withdrawal charge and from the date you make a credit election with
 respect to the credit election withdrawal charge.



                   Full Contract Years from
                    the Contract Date and
                    from the Date You Make
                      a Credit Election     Withdrawal Charge
                      -----------------     -----------------
                                         
                              0                     7%
                              1                     7%
                              2                     7%
                              3                     0%


 In certain states reduced withdrawal charges may apply for certain ages if a
 credit election is made.

 If a withdrawal is effective on the day before a contract anniversary, the
 withdrawal charge percentage as of the next following contract anniversary
 will apply.


 If you request a withdrawal, we will deduct an amount from the Contract Value
 that is sufficient to pay the withdrawal charge, and provide you with the
 amount requested.

 If you request a full withdrawal, we will provide you with the full amount of
 the Contract Value after making deductions for charges.


                                      77



 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS FLEXELITE
 CONTRACT? continued



 Each contract year, you may withdraw a specified amount of your Contract Value
 without incurring a withdrawal charge. We determine the "charge-free amount"
 available to you in a given contract year on the contract anniversary that
 begins that year. The charge-free amount in a given contract year is equal to
 10% of the sum of all purchase payments that you have made as of the
 applicable contract anniversary. During the first contract year, the
 charge-free amount is equal to 10% of the initial purchase payment.


 When you make a withdrawal (including a withdrawal under the optional Lifetime
 Five Income Benefit), we will deduct the amount of the withdrawal first from
 the available charge-free amount. Any excess amount will then be deducted from
 purchase payments in excess of the charge-free amount and subject to
 applicable withdrawal charges. Once you have withdrawn all
 purchase payments, additional withdrawals will come from any earnings. We do
 not impose withdrawal charges on earnings.

 If a withdrawal is taken from a market value adjustment guarantee period prior
 to the expiration of the rate guarantee period, we will make a market value
 adjustment to the withdrawal amount. We will then apply a withdrawal charge to
 the adjusted amount.

 Withdrawal charges will never be greater than permitted by applicable law.

 WAIVER OF WITHDRAWAL CHARGE FOR CRITICAL CARE

 Except as restricted by applicable state law, we will waive all withdrawal
 charges and any market value adjustment upon receipt of proof that the owner
 or a joint owner is terminally ill, or has been confined to an eligible
 nursing home or eligible hospital continuously for at least three months after
 the contract date. We will also waive the contract maintenance charge if you
 surrender your contract in accordance with the above noted conditions. This
 waiver is not available if the owner has assigned ownership of the contract to
 someone else. Please consult your contract for details about how we define the
 key terms used for this waiver (e.g., eligible nursing home). Note that our
 requirements for this waiver may vary, depending on the state in which your
 contract was issued.

 REQUIRED MINIMUM DISTRIBUTION

 FOR CONTRACTS SOLD ON OR AFTER MAY 1, 2003, OR UPON SUBSEQUENT STATE APPROVAL,
 if a withdrawal is taken from a tax qualified contract under the minimum
 distribution option in order to satisfy an Internal Revenue Service mandatory
 distribution requirement only with respect to that contract's account balance,
 we will waive withdrawal charges. See Section 10, "What Are The Tax
 Considerations Associated With The Strategic Partners Flex Elite Contract?"

 CONTRACT MAINTENANCE CHARGE

 On each contract anniversary during the accumulation phase, if your Contract
 Value is less than $100,000, we will deduct the lesser of $50 or 2% of your
 Contract Value, for administrative expenses. (This fee may differ in certain
 states). While this is what we currently charge, we may increase this charge
 up to a maximum of $60. Also, we may raise the level of the Contract Value at
 which we waive this fee. The charge will be deducted proportionately from each
 of the contract's variable investment options, fixed interest rate options,
 and guarantee periods within the market value adjustment option. This same
 charge will also be deducted when you surrender your contract if your Contract
 Value is less than $100,000.


 GUARANTEED MINIMUM INCOME BENEFIT CHARGE

 We will impose an additional charge if you choose the Guaranteed Minimum
 Income Benefit. FOR CONTRACTS SOLD ON OR AFTER JANUARY 20, 2004, OR UPON
 SUBSEQUENT STATE APPROVAL, we will deduct a charge equal to 0.50% per year of
 the average GMIB protected value for the period the charge applies. FOR ALL
 OTHER CONTRACTS, this is an annual charge equal to 0.45% of the average GMIB
 protected value for the period the charge applies. We deduct the charge from
 your Contract Value on each of the following events:

..   each contract anniversary,
..   when you begin the income phase of the contract,
..   upon a full withdrawal, and

..   upon a partial withdrawal if the remaining Contract Value would not be
    enough to cover the then applicable Guaranteed Minimum Income Benefit
    charge.


 If we impose this fee other than on a contract anniversary, then we will
 pro-rate it based on the portion of the contract year that has elapsed since
 the full annual fee was most recently deducted.


 Because the charge is calculated based on the average GMIB protected value, it
 does not increase or decrease based on changes to the annuity's Contract Value
 due to market performance. If the GMIB protected value increases, the dollar
 amount of the annual charge will increase, while a decrease in the GMIB
 protected value will decrease the dollar amount of the charge.


                                      78




 The charge is deducted annually in arrears each contract year on the contract
 anniversary. We deduct the amount of the charge pro-rata from the Contract
 Value allocated to the variable investment options, the fixed interest rate
 options, and the market value adjustment option. No market value adjustment
 will apply to the portion of the charge deducted from the market value
 adjustment option. If you surrender your contract, begin receiving annuity
 payments under the GMIB or any other annuity payout option we make available
 during a contract year, or the GMIB terminates, we will deduct the charge for
 the portion of the contract year since the prior contract anniversary (or the
 contract date if in the first contract year). Upon a full withdrawal or if the
 Contract Value remaining after a partial withdrawal is not enough to cover the
 applicable Guaranteed Minimum Income Benefit charge, we will deduct the charge
 from the amount we pay you.


 The fact that we may impose the charge upon a full or partial withdrawal does
 not impair your right to make a withdrawal at the time of your choosing.

 We will not impose the Guaranteed Minimum Income Benefit charge after the
 income phase begins.

 INCOME APPRECIATOR BENEFIT CHARGE

 We will impose an additional charge if you choose the Income Appreciator
 Benefit. This is an annual charge equal to 0.25% of your Contract Value. The
 Income Appreciator Benefit charge is calculated:

..   on each contract anniversary,
..   on the annuity date,
..   upon the death of the sole owner or the first to die of the owner or joint
    owner prior to the annuity date,
..   upon a full or partial withdrawal, and
..   upon a subsequent purchase payment.


 The fee is based on the Contract Value at the time of the calculation, and is
 prorated based on the portion of the contract year that has elapsed since the
 full annual fee was most recently deducted.


 Although the Income Appreciator Benefit charge may be calculated more often,
 it is deducted only:
..   on each contract anniversary,
..   on the annuity date,
..   upon the death of the sole owner or first to die of the owner or joint
    owners prior to the annuity date,
..   upon a full withdrawal, and

..   upon a partial withdrawal if the Contract Value remaining after such
    partial withdrawal is not enough to cover the then-applicable Income
    Appreciator Benefit charge.


 We reserve the right to calculate and deduct the fee more frequently than
 annually, such as quarterly.


 The Income Appreciator Benefit charge is deducted from each investment option
 in the same proportion that the amount allocated to the investment option
 bears to the total Contract Value. No market value adjustment will apply to
 the portion of the charge deducted from the market value adjustment option.
 Upon a full withdrawal, or if the Contract Value remaining after a partial
 withdrawal is not enough to cover the then-applicable Income Appreciator
 Benefit charge, the charge is deducted from the amount paid. The payment of
 the Income Appreciator Benefit charge will be deemed to be made from earnings
 for purposes of calculating other charges. THE FACT THAT WE IMPOSE THE CHARGE
 UPON A FULL OR PARTIAL WITHDRAWAL DOES NOT IMPAIR YOUR RIGHT TO MAKE A
 WITHDRAWAL AT THE TIME OF YOUR CHOOSING.

 We do not assess this charge upon election of IAB Option 1, the completion of
 IAB Option 2 or 3, and upon annuitization. However, we do assess the IAB
 charge during the 10-year payment period contemplated by IAB Options 2 and 3.
 Moreover, you should realize that amounts credited to your Contract Value
 under IAB Option 3 increase the Contract Value, and because the IAB fee is a
 percentage of your Contract Value, the IAB fee may increase as a consequence
 of those additions.


 EARNINGS APPRECIATOR BENEFIT CHARGE

 We will impose an additional charge if you choose the Earnings Appreciator
 supplemental death benefit. The charge for this benefit is based on an annual
 rate of 0.30% of your Contract Value.


 We calculate the charge on each of the following events:
..   each contract anniversary,
..   on the annuity date,
..   upon death of the sole or first to die of the owner or joint owner prior to
    the annuity date,
..   upon a full or partial withdrawal, and
..   upon a subsequent purchase payment.

                                      79



 8: WHAT ARE THE EXPENSES ASSOCIATED WITH THE STRATEGIC PARTNERS FLEXELITE
 CONTRACT? continued



 The fee is based on the Contract Value at time of calculation and is pro-rated
 based on the portion of the contract year since the date that the Earnings
 Appreciator Benefit charge was last calculated.


 Although the Earnings Appreciator Benefit charge may be calculated more often,
 it is deducted only:
..   on each contract anniversary,
..   on the annuity date,
..   upon death of the sole owner or first to die of the owner or joint owner
    prior to the annuity date,
..   upon a full withdrawal, and

..   upon a partial withdrawal if the Contract Value remaining after the partial
    withdrawal is not enough to cover the then applicable charge.

 We withdraw this charge from each investment option (including each guarantee
 period) in the same proportion that the amount allocated to the investment
 option bears to the total Contract Value. No market value adjustment will
 apply to the portion of the charge deducted from the market value adjustment
 option. Upon a full withdrawal or if the Contract Value remaining after a
 partial withdrawal is not enough to cover the then-applicable Earnings
 Appreciator Benefit charge, we will deduct the charge from the amount we pay
 you. We will deem the payment of the Earnings Appreciator Benefit charge as
 made from earnings for purposes of calculating other charges.

 BENEFICIARY CONTINUATION OPTION CHARGES
 If your beneficiary takes the death benefit under the beneficiary continuation
 option, we deduct a Settlement Service Charge. The charge is assessed daily
 against the average assets allocated to the variable investment options, and
 is equal to an annual charge of 1.00%. In addition, the beneficiary will incur
 an annual maintenance fee equal to the lesser of $30 or 2% of contract value
 if the contract value is less than $25,000 at the time the fee is assessed.
 The fee will not apply if it is assessed 30 days prior to a surrender request.
 Finally, transfers in excess of 20 per year will incur a $10 transfer fee.


 TAXES ATTRIBUTABLE TO PREMIUM
 There may be federal, state and local premium based taxes applicable to your
 purchase payment. We are responsible for the payment of these taxes and may
 make a deduction from the value of the contract to pay some or all of these
 taxes. It is our current practice not to deduct a charge for state premium
 taxes until annuity payments begin. In the states that impose a premium tax on
 us, the current rates range up to 3.5%. It is also our current practice not to
 deduct a charge for the federal tax associated with deferred acquisition costs
 paid by us that are based on premium received. However, we reserve the right
 to charge the contract owner in the future for any such tax associated with
 deferred acquisition costs and any federal, state or local income, excise,
 business or any other type of tax measured by the amount of premium received
 by us.

 TRANSFER FEE

 You can make 12 free transfers every contract year. We measure a contract year
 from the date we issue your contract (contract date). If you make more than 12
 transfers in a contract year (excluding Dollar Cost Averaging and
 Auto-Rebalancing), we will deduct a transfer fee of $10 for each additional
 transfer. We have the right to increase this fee up to a maximum of $30 per
 transfer, but we have no current plans to do so. We will deduct the transfer
 fee pro-rata from the investment options from which the transfer is made. The
 transfer fee is deducted before the market value adjustment, if any, is
 calculated. There is a different transfer fee under the beneficiary
 continuation option.


 COMPANY TAXES
 We pay company income taxes on the taxable corporate earnings created by this
 separate account product. While we may consider company income taxes when
 pricing our products, we do not currently include such income taxes in the tax
 charges you pay under the contract. We will periodically review the issue of
 charging for these taxes and may impose a charge in the future.

 In calculating our corporate income tax liability, we derive certain corporate
 income tax benefits associated with the investment of company assets,
 including separate account assets, which are treated as company assets under
 applicable income tax law. These benefits reduce our overall corporate income
 tax liability. Under current law, such benefits may include foreign tax
 credits and corporate dividend received deductions. We do not pass these tax
 benefits through to holders of the separate account annuity contracts because
 (i) the contract owners are not the owners of the assets generating these
 benefits under applicable income tax law and (ii) we do not currently include
 company income taxes in the tax charges you pay under the contract. We reserve
 the right to change these tax practices.

                                      80



 UNDERLYING MUTUAL FUND FEES

 When you allocate a purchase payment or a transfer to the variable investment
 options, we in turn invest in shares of a corresponding underlying mutual
 fund. Those funds charge fees that are in addition to the contract-related
 fees described in this section. For 2006, the fees of these funds ranged from
 0.37% to 1.19% annually. For certain funds, expenses are reduced pursuant to
 expense waivers and comparable arrangements. In general, these expense waivers
 and comparable arrangements are not guaranteed, and may be terminated at any
 time. For additional information about these fund fees, please consult the
 prospectuses for the funds.


 9: HOW CAN I ACCESS MY MONEY?

 You Can Access Your Money By:

..   Making a withdrawal (either partial or complete); or
..   Choosing to receive annuity payments during the income phase.


 WITHDRAWALS DURING THE ACCUMULATION PHASE
 When you make a full withdrawal, you will receive the value of your contract
 minus any applicable charges and fees. We will calculate the value of your
 contract and charges, if any, as of the date we receive your request in good
 order at the Prudential Annuity Service Center.


 Unless you tell us otherwise, any partial withdrawal and related withdrawal
 charges will be taken proportionately from all of the investment options you
 have selected. The minimum Contract Value that must remain in order to keep
 the contract in force after a withdrawal is $2,000. If you request a
 withdrawal amount that would reduce the Contract Value below this minimum, we
 will withdraw the maximum amount available that, with the withdrawal charge,
 would not reduce the Contract Value below such minimum.


 With respect to the variable investment options, we will generally pay the
 withdrawal amount, less any required tax withholding, within seven days after
 we receive a withdrawal request in good order. We will deduct applicable
 charges, if any, from the assets in your contract.


 With respect to the market value adjustment option, you may specify the
 guarantee period from which you would like to make a withdrawal. If you
 indicate that the withdrawal is to originate from the market value adjustment
 option, but you do not specify which guarantee period is to be involved, then
 we will take the withdrawal from the guarantee period that has the least time
 remaining until its maturity date. If you indicate that you wish to make a
 withdrawal, but do not specify the investment options to be involved, then we
 will take the withdrawal from your Contract Value on a pro rata basis from
 each investment option that you have. In that situation, we will aggregate the
 Contract Value in each of the guarantee periods that you have within the
 market value adjustment option for purposes of making that pro rata
 calculation. The portion of the withdrawal associated with the market value
 adjustment option then will be taken from the guarantee periods with the least
 amount of time remaining until the maturity date, irrespective of the original
 length of the guarantee period. You should be aware that a withdrawal may
 avoid a withdrawal charge based on the charge-free amount that we allow, yet
 still be subject to a market value adjustment.

 Income taxes, tax penalties and certain restrictions also may apply to any
 withdrawal. For a more complete explanation, see Section 10.


 AUTOMATED WITHDRAWALS
 We offer an automated withdrawal feature. This feature enables you to receive
 periodic withdrawals in monthly, quarterly, semiannual or annual intervals. We
 will process your withdrawals at the end of the business day at the intervals
 you specify. We will continue at these intervals until you tell us otherwise.
 You can make withdrawals from any designated investment option or
 proportionally from all investment options (other than a guarantee period
 within the market value adjustment option). The minimum automated withdrawal
 amount you can make is generally $100. An assignment of the contract
 terminates any automated withdrawal program that you had in effect.


 Income taxes, tax penalties, withdrawal charges, and certain restrictions may
 apply to automated withdrawals. For a more complete explanation, see Section
 10.


 SUSPENSION OF PAYMENTS OR TRANSFERS
 The SEC may require us to suspend or postpone payments made in connection with
 withdrawals or transfers for any period when:
..   The New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
..   Trading on the New York Stock Exchange is restricted;
..   An emergency exists, as determined by the SEC, during which sales and
    redemptions of shares of the underlying mutual funds are not feasible or we
    cannot reasonably value the accumulation units; or
..   The SEC, by order, permits suspension or postponement of payments for the
    protection of owners.

                                      81



 9: HOW CAN I ACCESS MY MONEY? continued


 We expect to pay the amount of any withdrawal or process any transfer made
 from the fixed interest rate options promptly upon request.

 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 FLEXELITE CONTRACT?

 The tax considerations associated with the Strategic Partners FlexElite
 contract vary depending on whether the contract is (i) owned by an individual
 and not associated with a tax-favored retirement plan (including contracts
 held by a non-natural person, such as a trust, acting as an agent for a
 natural person), or (ii) held under a tax-favored retirement plan. We discuss
 the tax considerations for these categories of contracts below. The discussion
 is general in nature and describes only federal income tax law (not state or
 other tax laws). It is based on current law and interpretations, which may
 change. The discussion includes a description of certain spousal rights under
 the contract and under tax-qualified plans. Our administration of such spousal
 rights and related tax reporting accords with our understanding of the Defense
 of Marriage Act (which defines a "marriage" as a legal union between a man and
 a woman and a "spouse" as a person of the opposite sex). The information
 provided is not intended as tax advice. You should consult with a qualified
 tax advisor for complete information and advice. References to purchase
 payments below relate to your cost basis in your contract. Generally, your
 cost basis in a contract not associated with a tax-favored retirement plan is
 the amount you pay into your contract, or into annuities exchanged for your
 contract, on an after-tax basis less any withdrawals of such payments.


 This contract may also be purchased as a non-qualified annuity by a 401(a)
 trust or custodial IRA or Roth IRA account, which can hold other permissible
 assets other than the annuity. The terms and administration of the trust or
 custodial account in accordance with the laws and regulations for 401(a)
 plans, IRAs or Roth IRAs, as applicable, are the responsibility of the
 applicable trustee or custodian.


 CONTRACTS OWNED BY INDIVIDUALS (NOT ASSOCIATED WITH TAX-FAVORED RETIREMENT
 PLANS)

 Taxes Payable By You
 We believe the contract is an annuity contract for tax purposes. Accordingly,
 as a general rule, you should not pay any tax until you receive money under
 the contract.


 Contracts Not Held By Tax-favored Plans

 Generally, annuity contracts issued by the same company (and affiliates) to
 you during the same calendar year must be treated as one annuity contract for
 purposes of determining the amount subject to tax under the rules described
 below.


 Charges for investment advisory fees that are taken from the contract are
 treated as a partial withdrawal from the contract and will be reported as such
 to the contract owner.


 It is possible that the Internal Revenue Service (IRS) would assert that some
 or all of the charges for the optional benefits under the contract, such as
 the Guaranteed Minimum Death Benefit, should be treated for federal income tax
 purposes as a partial withdrawal from the contract. If this were the case, the
 charge for these benefits could be deemed a withdrawal and treated as taxable
 to the extent there are earnings in the contract. Additionally, for the owners
 under age 59 1/2, the taxable income attributable to the charge for the
 benefit could be subject to a tax penalty.

 If the IRS determines that the charges for one or more benefits under the
 contract are taxable withdrawals, then the sole or surviving owner will be
 provided with a notice from us describing available alternatives regarding
 these benefits.

 Taxes On Withdrawals And Surrender

 If you make a withdrawal from your contract or surrender it before annuity
 payments begin, the amount you receive will be taxed as ordinary income,
 rather than as return of purchase payments, until all gain has been withdrawn.
 Once all gain has been withdrawn, payments will be treated as a nontaxable
 return of purchase payments until all purchase payments have been returned.
 After all purchase payments are returned, all subsequent amounts will be taxed
 as ordinary income. You will generally be taxed on any withdrawals from the
 contract while you are alive even if the withdrawal is paid to someone else.
 Withdrawals under any of the enhanced living benefit options or as a
 systematic payment are taxed under these rules.


 If you assign or pledge all or part of your contract as collateral for a loan,
 the part assigned generally will be treated as a withdrawal. Also, if you
 elect the interest payment option, that we may offer, that election will be
 treated, for tax purposes, as surrendering your contract.

                                      82



 If you transfer your contract for less than full consideration, such as by
 gift, you will trigger tax on any gain in the contract. This rule does not
 apply if you transfer the contract to your spouse or under most circumstances
 if you transfer the contract incident to divorce.

 Taxes On Annuity Payments
 A portion of each annuity payment you receive will be treated as a partial
 return of your purchase payments and will not be taxed. The remaining portion
 will be taxed as ordinary income. Generally, the nontaxable portion is
 determined by multiplying the annuity payment you receive by a fraction, the
 numerator of which is your purchase payments (less any amounts previously
 received tax-free) and the denominator of which is the total expected payments
 under the contract.

 After the full amount of your purchase payments have been recovered tax-free,
 the full amount of the annuity payments will be taxable. If annuity payments
 stop due to the death of the annuitant before the full amount of your purchase
 payments have been recovered, a tax deduction may be allowed for the
 unrecovered amount.

 Tax Penalty On Withdrawals And Annuity Payments
 Any taxable amount you receive under your contract may be subject to a 10% tax
 penalty. Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled;
..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty.); or
..   the amount received is paid under an immediate annuity contract (in which
    annuity payments begin within one year of purchase).

 Special Rules In Relation To Tax-free Exchanges Under Section 1035
 Section 1035 of the Internal Revenue Code of 1986, as amended (Code) permits
 certain tax-free exchanges of a life insurance, annuity or endowment contract
 for an annuity. If the annuity is purchased through a tax-free exchange of a
 life insurance, annuity or endowment contract that was purchased prior to
 August 14, 1982, then any purchase payments made to the original contract
 prior to August 14, 1982 will be treated as made to the new contract prior to
 that date.

 (See "Federal Tax Status" in the Statement of Additional Information.)

 Partial surrenders may be treated in the same way as tax-free 1035 exchanges
 of entire contracts, therefore avoiding current taxation of any gains in the
 contract as well as 10% tax penalty on pre-age 59 1/2 withdrawals. The IRS has
 reserved the right to treat transactions it considers abusive as ineligible
 for this favorable partial 1035 exchange treatment. We do not know what
 transactions may be considered abusive. For example we do not know how the IRS
 may view early withdrawals or annuitizations after a partial exchange. In
 addition, it is unclear how the IRS will treat a partial exchange from a life
 insurance, endowment, or annuity contract into an immediate annuity. As of the
 date of this prospectus, we will accept a partial 1035 exchange from a
 non-qualified annuity into an immediate annuity as a "tax-free" exchange for
 future tax reporting purposes, except to the extent that we, as a reporting
 and withholding agent, believe that we would be expected to deem the
 transaction to be abusive. However, some insurance companies may not recognize
 these partial surrenders as tax-free exchanges and may report them as taxable
 distributions to the extent of any gain distributed as well as subjecting the
 taxable portion of the distribution to the 10% tax penalty. We strongly urge
 you to discuss any transaction of this type with your tax advisor before
 proceeding with the transaction.

 Taxes Payable By Beneficiaries
 The death benefit options are subject to income tax to the extent the
 distribution exceeds the cost basis in the contract. The value of the death
 benefit, as determined under federal law, is also included in the owner's
 estate.


 Generally, the same tax rules described above would also apply to amounts
 received by your beneficiary. Choosing any option other than a lump sum death
 benefit may defer taxes. Certain required minimum distribution provisions
 under the tax apply upon your death, as discussed further below.


 Tax consequences to the beneficiary vary among the death benefit payment
 options.
..   Choice 1: The beneficiary is taxed on earnings in the contract.
..   Choice 2: The beneficiary is taxed as amounts are withdrawn (in this case
    earnings are treated as being distributed first).
..   Choice 3: The beneficiary is taxed on each payment (part will be treated as
    earnings and part as return of premiums).

                                      83



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 FLEXELITE CONTRACT? continued



 Considerations For Co-annuitants
 There may be adverse tax consequences if a Co-Annuitant succeeds an Annuitant
 when an Annuity is owned by a trust that is neither tax exempt nor qualifies
 for preferred treatment under certain sections of the Code. In general, the
 Code is designed to prevent indefinite deferral of tax. Continuing the benefit
 of tax deferral by naming one or more Co-Annuitants when an Annuity is owned
 by a non-qualified trust might be deemed an attempt to extend the tax deferral
 for an indefinite period. Therefore, adverse tax treatment may depend on the
 terms of the trust, who is named as Co-Annuitant, as well as the particular
 facts and circumstances. You should consult your tax advisor before naming a
 Co-Annuitant if you expect to use an Annuity in such a fashion.


 Reporting And Withholding Distributions
 Taxable amounts distributed from your annuity contracts are subject to federal
 and state income tax reporting and withholding. In general, we will withhold
 federal income tax from the taxable portion of such distribution based on the
 type of distribution. In the case of an annuity or similar periodic payment,
 we will withhold as if you are a married individual with three exemptions
 unless you designate a different withholding status. In the case of all other
 distributions, we will withhold at a 10% rate. You may generally elect not to
 have tax withheld from your payments. An election out of withholding must be
 made on forms that we provide.

 State income tax withholding rules vary and we will withhold based on the
 rules of your State of residence. Special tax rules apply to withholding for
 nonresident aliens, and we generally withhold income tax for nonresident
 aliens at a 30% rate. A different withholding rate may be applicable to a
 nonresident alien based on the terms of an existing income tax treaty between
 the United States and the nonresident alien's country. Please refer to the
 CONTRACTS HELD BY TAX FAVORED PLANS section below for a discussion regarding
 withholding rules for tax favored plans (for example, an IRA).

 Regardless of the amount withheld by us, you are liable for payment of federal
 and state income tax on the taxable portion of annuity distributions. You
 should consult with your tax advisor regarding the payment of the correct
 amount of these income taxes and potential liability if you fail to pay such
 taxes.


 Entity Owners
 Where a contract is held by a non-natural person (e.g. a corporation), other
 than as an agent or nominee for a natural person (or in other limited
 circumstances), the contract will not be taxed as an annuity and increases in
 the value of the contract over its cost basis will be subject to tax annually.

 Where a contract is issued to a trust, and such trust is characterized as a
 grantor trust under the Internal Revenue Code, such contract shall not be
 considered to be held by a non-natural person and will be subject to the tax
 reporting and withholding requirements for contracts not held by tax favored
 plans.


 Annuity Qualification

 DIVERSIFICATION AND INVESTOR CONTROL. In order to qualify for the tax rules
 applicable to annuity contracts described above, the assets underlying the
 variable investment options of the annuity contract must be diversified,
 according to certain rules under the Internal Revenue Code.

 Each portfolio is required to diversify its investments each quarter so that
 no more than 55% of the value of its assets is represented by any one
 investment, no more than 70% is represented by any two investments, no more
 than 80% is represented by any three investments, and no more than 90% is
 represented by any four investments. Generally, securities of a single issuer
 are treated as one investment and obligations of each U.S. Government agency
 and instrumentality (such as the Government National Mortgage Association) are
 treated as issued by separate issuers. In addition, any security issued,
 guaranteed or insured (to the extent so guaranteed or insured) by the United
 States or an instrumentality of the U.S. will be treated as a security issued
 by the U.S. Government or its instrumentality, where applicable. We believe
 the portfolios underlying the variable investment options of the Contract meet
 these diversification requirements.

 An additional requirement for qualification for the tax treatment described
 above is that we, and not you as the contract owner, must have sufficient
 control over the underlying assets to be treated as the owner of the
 underlying assets for tax purposes. While we also believe these investor
 control rules will be met, the Treasury Department may promulgate guidelines
 under which a variable annuity will not be treated as an annuity for tax
 purposes if persons with ownership rights have excessive control over the
 investments underlying such variable annuity. It is unclear whether such
 guidelines, if in fact promulgated, would have retroactive effect. It is also
 unclear what effect, if any, such guidelines may have on transfers between the
 investment options offered pursuant to this prospectus. We reserve the right
 to take any action, including modifications to your contract or the investment
 options, required to comply with such guidelines if promulgated. Any such
 changes will apply uniformly to affected owners and will be made with such
 notice to affected owners as is feasible under the circumstances.


                                      84




 Required Distributions Upon Your Death For Contracts Owned By Individuals (not
 Associated With Tax-flavored Plans)

 If you die on or after the Annuity Date, the remaining portion of the interest
 in the contract must be distributed at least as rapidly as under the method of
 distribution being used as of the date of death.

 If you die before the Annuity Date, the entire interest in the contract must
 be distributed within five years after the date of death, or as periodic
 payments over a period not extending beyond the life or life expectancy of
 such designated beneficiary (provided such payments begin within one year of
 your death). Your designated beneficiary is the person to whom benefit rights
 under the contract pass by reason of death, and must be a natural person in
 order to elect a periodic payment option based on life expectancy or a period
 exceeding five years.

 Additionally, if the contract is payable to (or for the benefit of) your
 surviving spouse, that portion of the contract may be continued with your
 spouse as the owner.


 Changes in the Contract
 We reserve the right to make any changes we deem necessary to assure that the
 contract qualifies as an annuity contract for tax purposes. Any such changes
 will apply to all contract owners and you will be given notice to the extent
 feasible under the circumstances.

 Additional Information
 You should refer to the Statement of Additional Information if:


..   Your contract was issued in exchange for a contract containing purchase
    payments made before August 14, 1982.
..   You transfer your contract to, or designate, a beneficiary who is either
    37 1/2 years younger than you or a grandchild.

 CONTRACTS HELD BY TAX FAVORED PLANS
 The following discussion covers annuity contracts held under tax-favored
 retirement plans.

 Currently, the contract may be purchased for use in connection with individual
 retirement accounts and annuities (IRAs) which are subject to Sections 408(a)
 and 408(b) of the Code and Roth Individual Retirement Accounts (Roth IRAs)
 under Section 408A of the Code. This description assumes that you have
 satisfied the requirements for eligibility for these products.

 YOU SHOULD BE AWARE THAT TAX FAVORED PLANS SUCH AS IRAS GENERALLY PROVIDE TAX
 DEFERRAL REGARDLESS OF WHETHER THEY INVEST IN ANNUITY CONTRACTS. THIS MEANS
 THAT WHEN A TAX FAVORED PLAN INVESTS IN AN ANNUITY CONTRACT, IT GENERALLY DOES
 NOT RESULT IN ANY ADDITIONAL TAX DEFERRAL BENEFITS.

 Types of Tax Favored Plans
 IRAS. If you buy a contract for use as an IRA, we will provide you a copy of
 the prospectus and contract. The "IRA Disclosure Statement," attached to this
 prospectus, contains information about eligibility, contribution limits, tax
 particulars and other IRA information. In addition to this information (some
 of which is summarized below), the IRS requires that you have a "free look"
 after making an initial contribution to the contract. During this time, you
 can cancel the contract by notifying us in writing, and we will refund all of
 the purchase payments under the contract (or, if provided by applicable state
 law, the amount your contract is worth, if greater) less any applicable
 federal and state income tax withholding.

 CONTRIBUTIONS LIMITS/ROLLOVERS. Because of the way the contract is designed,
 you may only purchase a contract for an IRA in connection with a "rollover" of
 amounts from a qualified retirement plan or transfer from another IRA, or if
 you are age 50 or older by making a single contribution consisting of your IRA
 contributions and catch-up contributions attributable to a prior year and the
 current year during the period from January 1 to April 15 of the current year.
 You must make a minimum initial payment of $10,000 to purchase a contract.
 This minimum is greater than the maximum amount of any annual contribution
 allowed by law that you may make to an IRA. For 2006, the limit is $4,000,
 increasing to $5,000 in 2008. After 2008, the contribution amount will be
 indexed for inflation. The tax law also provides for a catch-up provision for
 individuals who are age 50 and above, allowing these individuals an additional
 $1,000 contribution each year. The "rollover" rules under the Code are fairly
 technical; however, an individual (or his or her surviving spouse) may
 generally "roll over" certain distributions from tax favored retirement plans
 (either directly or within 60 days from the date of these distributions) if he
 or she meets the requirements for distribution. Once you buy the contract, you
 can make regular IRA contributions under the contract (to the extent permitted
 by law). However, if you make such regular IRA contributions, you should note
 that you will not be able to treat the contract as a "conduit IRA," which
 means that you will not retain possible favorable tax treatment if you
 subsequently "roll over" the contract funds originally derived from a
 qualified retirement plan into another Section 401(a) plan.

                                      85



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 FLEXELITE CONTRACT? continued


 REQUIRED PROVISIONS. Contracts that are IRAs (or endorsements that are part of
 the contract) must contain certain provisions:
..   You, as owner of the contract, must be the "annuitant" under the contract
    (except in certain cases involving the division of property under a decree
    of divorce);
..   Your rights as owner are non-forfeitable;
..   You cannot sell, assign or pledge the contract, other than to Pruco Life;
..   The annual contribution you pay cannot be greater than the maximum amount
    allowed by law, including catch-up contributions if applicable (which does
    not include any rollover amounts);
..   The date on which required minimum distributions must begin cannot be later
    than April 1st of the calendar year after the calendar year you turn age
    70 1/2; and

..   Death and annuity payments must meet "required minimum distribution
    provisions under the tax law".


 Usually, the full amount of any distribution from an IRA (including a
 distribution from this contract) which is not a rollover is taxable. As
 taxable income, these distributions are subject to the general tax withholding
 rules described earlier. In addition to this normal tax liability, you may
 also be liable for the following, depending on your actions:
..   A 10% "early distribution penalty";
..   Liability for "prohibited transactions" if you, for example, borrow against
    the value of an IRA; or
..   Failure to take a minimum distribution.

 ROTH IRAS. Like standard IRAs, income within a Roth IRA accumulates tax-free,
 and contributions are subject to specific limits. Roth IRAs have, however, the
 following differences:
..   Contributions to a Roth IRA cannot be deducted from your gross income;
..   "Qualified distributions" from a Roth IRA are excludable from gross income.
    A "qualified distribution" is a distribution that satisfies two
    requirements: (1) the distribution must be made (a) after the owner of the
    IRA attains age 59 1/2; (b) after the owner's death; (c) due to the owner's
    disability; or (d) for a qualified first time homebuyer distribution within
    the meaning of Section 72(t)(2)(F) of the Code; and (2) the distribution
    must be made in the year that is at least five tax years after the first
    year for which a contribution was made to any Roth IRA established for the
    owner or five years after a rollover, transfer, or conversion was made from
    a traditional IRA to a Roth IRA. Distributions from a Roth IRA that are not
    qualified distributions will be treated as made first from contributions
    and then from earnings, and earnings will be taxed generally in the same
    manner as distributions from a traditional IRA; and
..   If eligible (including meeting income limitations and earnings
    requirements), you may make contributions to a Roth IRA after attaining age
    70 1/2, and distributions are not required to begin upon attaining such age
    or at any time thereafter.

 The "IRA Disclosure Statement" attached to this prospectus contains some
 additional information on Roth IRAs.


 Because the contract's minimum initial payment of $10,000 is greater than the
 maximum annual contribution permitted to be made to a Roth IRA, you may only
 purchase the contract for a Roth IRA in connection with a "rollover" or
 "conversion" of amounts of a traditional IRA, conduit IRA, or another Roth
 IRA, or if you are age 50 or older by making a single contribution consisting
 of your Roth IRA contributions and catch-up contributions attributable to the
 prior year and the current year during the period from January 1 to April 15
 of the current year. The Code permits persons who meet certain income
 limitations (generally, adjusted gross income under $100,000) who are not
 married filing a separate return, and who receive certain qualifying
 distributions from such non-Roth IRAs, to directly rollover or make, within 60
 days, a "rollover" of all or any part of the amount of such distribution to a
 Roth IRA which they establish. Beginning January 2008, an individual receiving
 an eligible rollover distribution from a qualified plan can directly roll over
 contributions to a Roth IRA, subject to the same income limits. This
 conversion triggers current taxation (but is not subject to a 10% early
 distribution penalty). Once the contract has been purchased, regular Roth IRA
 contributions will be accepted to the extent permitted by law. In addition, as
 of January 1, 2006, an individual receiving an eligible rollover distribution
 from a designated Roth account under an employer plan may roll over the
 distribution to a Roth IRA even if the individual is not eligible to make
 regular or conversion contributions to a Roth IRA. If you are considering
 rolling over funds from your Roth account under an employer plan, please
 contact your Financial Professional prior to purchase to confirm whether such
 rollovers are being accepted.

 Required Minimum Distributions And Payment Options
 If you hold the contract under an IRA (or other tax-favored plan), IRS
 required minimum distribution provisions must be satisfied. This means that
 generally payments must start by April 1 of the year after the year you reach
 age 70 1/2 and must be made for each year thereafter. Roth IRAs are not
 subject to these rules during the owner's lifetime. The amount of the payment
 must at least equal the minimum required under the IRS rules. Several choices
 are available for calculating the minimum amount. More information on the
 mechanics of this calculation is available on request. Please contact us a
 reasonable time before the IRS deadline so that a timely distribution is made.
 Please note that there is a 50% tax penalty on the amount of any minimum
 distribution not made in a timely manner.


                                      86




 Effective in 2006, in accordance with recent changes in laws and regulations,
 required minimum distributions will be calculated based on the sum of the
 Contract Value and the actuarial value of any additional death benefits and
 benefits from optional riders that you have purchased under the contract. As a
 result, the required minimum distributions may be larger than if the
 calculation were based on the Contract Value only, which may in turn result in
 an earlier (but not before the required beginning date) distribution of
 amounts under the contract and an increased amount of taxable income
 distributed to the contract owner, and a reduction of death benefits and the
 benefits of any optional riders.

 You can use the minimum distribution option to satisfy the IRS required
 minimum distribution provisions for this contract without either beginning
 annuity payments or surrendering the contract. We will distribute to you this
 minimum distribution amount, less any other partial withdrawals that you made
 during the year.


 Although the IRS rules determine the required amount to be distributed from
 your IRA each year, certain payment alternatives are still available to you.
 If you own more than one IRA, you can choose to satisfy your minimum
 distribution requirement for each of your IRAs by withdrawing that amount from
 any of your IRAs. Similar rules apply if you inherit more than one Roth IRA
 from the same owner.


 Required Distributions Upon Your Death For Qualified Contracts Held By Tax
 Favored Plans
 Upon your death under an IRA, 403(b) or other "qualified investment", the
 designated beneficiary may generally elect to continue the contract and
 receive required minimum distributions under the contract instead of receiving
 the death benefit in a single payment. The available payment options will
 depend on whether you die before the date required minimum distributions under
 the Code were required to begin, whether you have named a designated
 beneficiary and whether that beneficiary is your surviving spouse.

  .   If you die after a designated beneficiary has been named, the death
      benefit must be distributed by December 31/st/ of the year including the
      five year anniversary of the date of death, or as periodic payments not
      extending beyond the life or life expectancy of the designated
      beneficiary (as long as payments begin by December 31/st/ of the year
      following the year of death). However, if your surviving spouse is the
      beneficiary, the death benefit can be paid out over the life or life
      expectancy of your spouse with such payments beginning no later than
      December 31/st/ of the year following the year of death or December
      31/st/ of the year in which you would have reached age 70 1/2, which ever
      is later. Additionally, if the contract is payable to (or for the benefit
      of) your surviving spouse, that portion of the contract may be continued
      with your spouse as the owner.
  .   If you die before a designated beneficiary is named and before the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out by December 31/st/ of the year including the
      five year anniversary of the date of death. For contracts where multiple
      beneficiaries have been named and at least one of the beneficiaries does
      not qualify as a designated beneficiary and the account has not been
      divided into separate accounts by December 31/st/ of the year following
      the year of death, such contract is deemed to have no designated
      beneficiary,
  .   If you die before a designated beneficiary is named and after the date
      required minimum distributions must begin under the Code, the death
      benefit must be paid out at least as rapidly as under the method then in
      effect. For contracts where multiple beneficiaries have been named and at
      least one of the beneficiaries does not qualify as a designated
      beneficiary and the account has not been divided into separate accounts
      by December 31/st/ of the year following the year of death, such contract
      is deemed to have no designated beneficiary,

 A beneficiary has the flexibility to take out more each year than mandated
 under the required minimum distribution rules.

 Until withdrawn, amounts in an IRA, 403(b) or other "qualified investment"
 continue to be tax deferred. Amounts withdrawn each year, including amounts
 that are required to be withdrawn under the minimum distribution rules, are
 subject to tax. You may wish to consult a professional tax advisor for tax
 advice as to your particular situation.

 For a Roth IRA, if death occurs before the entire interest is distributed, the
 death benefit must be distributed under the same rules applied to IRAs where
 death occurs before the date required minimum distributions must begin under
 the Code.


 Penalty for Early Withdrawals
 You may owe a 10% tax penalty on the taxable part of distributions received
 from an IRA or Roth IRA before you attain age 59 1/2.

 Amounts are not subject to this tax penalty if:
..   the amount is paid on or after you reach age 59 1/2 or die;
..   the amount received is attributable to your becoming disabled; or

..   the amount paid or received is in the form of substantially equal payments
    not less frequently than annually (please note that substantially equal
    payments must continue until the later of reaching age 59 1/2 or 5 years.
    Modification of payments during that time period will generally result in
    retroactive application of the 10% tax penalty).


                                      87



 10: WHAT ARE THE TAX CONSIDERATIONS ASSOCIATED WITH THE STRATEGIC PARTNERS
 FLEXELITE CONTRACT? continued


 Other exceptions to this tax may apply. You should consult your tax advisor
 for further details.

 Withholding
 Unless you elect otherwise, we will withhold federal income tax from the
 taxable portion of such distribution at an appropriate percentage. The rate of
 withholding on annuity payments where no mandatory withholding is required is
 determined on the basis of the withholding certificate that you file with us.
 If you do not file a certificate, we will automatically withhold federal taxes
 on the following basis:
..   For any annuity payments not subject to mandatory withholding, you will
    have taxes withheld by us as if you are a married individual, with three
    exemptions; and
..   For all other distributions, we will withhold at a 10% rate.

 We will provide you with forms and instructions concerning the right to elect
 that no amount be withheld from payments in the ordinary course. However, you
 should know that, in any event, you are liable for payment of federal income
 taxes on the taxable portion of the distributions, and you should consult with
 your tax advisor to find out more information on your potential liability if
 you fail to pay such taxes.


 ERISA Requirements

 ERISA (the "Employee Retirement Income Security Act of 1974") and the Code
 prevent a fiduciary and other "parties in interest" with respect to a plan
 (and, for these purposes, an IRA would also constitute a "plan") from
 receiving any benefit from any party dealing with the plan, as a result of the
 sale of the contract. Administrative exemptions under ERISA generally permit
 the sale of insurance/annuity products to plans, provided that certain
 information is disclosed to the person purchasing the contract. This
 information has to do primarily with the fees, charges, discounts and other
 costs related to the contract, as well as any commissions paid to any agent
 selling the contract.

 Information about any applicable fees, charges, discounts, penalties or
 adjustments may be found under Section 8, "What Are The Expenses Associated
 With The Strategic Partners FlexElite Contract?"

 Information about sales representatives and commissions may be found under
 "Other Information" and "Sale And Distribution Of The Contract" in Section 11.


 Other relevant information required by the exemptions is contained in the
 contract and accompanying documentation.

 Please consult with your tax advisor if you have any questions about ERISA and
 these disclosure requirements.


 Additional Information
 For additional information about federal tax law requirements applicable to
 tax favored plans, see the "IRA Disclosure Statement," attached to this
 prospectus.

 11. OTHER INFORMATION

 PRUCO LIFE INSURANCE COMPANY
 Pruco Life Insurance Company (Pruco Life) is a stock life insurance company
 which was organized on December 23, 1971 under the laws of the State of
 Arizona. It is licensed to sell life insurance and annuities in the District
 of Columbia, Guam and in all states except New York, and therefore, is subject
 to the insurance laws and regulations of all the jurisdictions where it is
 licensed to do business.

 Pruco Life is a wholly-owned subsidiary of The Prudential Insurance Company of
 America (Prudential), a New Jersey stock life insurance company that has been
 doing business since October 13, 1875. Prudential is an indirect wholly-owned
 subsidiary of Prudential Financial, Inc. (Prudential Financial), a New Jersey
 insurance holding company. As Pruco Life's ultimate parent, Prudential
 Financial exercises significant influence over the operations and capital
 structure of Pruco Life and Prudential. However, neither Prudential Financial,
 Prudential, nor any other related company has any legal responsibility to pay
 amounts that Pruco Life may owe under the contract.


 Pruco Life publishes annual and quarterly reports that are filed with the SEC.
 These reports contain financial information about Pruco Life that is annually
 audited by independent accountants. Pruco Life's annual report for the year
 ended December 31, 2006, together with subsequent periodic reports that Pruco
 Life files with the SEC, are incorporated by reference into this prospectus.


                                      88



 You can obtain copies, at no cost, of any and all of this information,
 including the Pruco Life annual report that is not ordinarily mailed to
 contract owners, the more current reports and any subsequently filed documents
 at no cost by contacting us at the address or telephone number listed on the
 cover. The SEC file number for Pruco Life is 811-07325. You may read and copy
 any filings made by Pruco Life with the SEC at the SEC's Public Reference Room
 at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on
 the operation of the Public Reference Room by calling (202) 551-8090. The SEC
 maintains an Internet site that contains reports, proxy and information
 statements, and other information regarding issuers that file electronically
 with the SEC at http://www.sec.gov.

 THE SEPARATE ACCOUNT
 We have established a separate account, the Pruco Life Flexible Premium
 Variable Annuity Account (separate account), to hold the assets that are
 associated with the variable annuity contracts. The separate account was
 established under Arizona law on June 16, 1995, and is registered with the SEC
 under the Investment Company Act of 1940, as a unit investment trust, which is
 a type of investment company. The assets of the separate account are held in
 the name of Pruco Life and legally belong to us. These assets are kept
 separate from all of our other assets and may not be charged with liabilities
 arising out of any other business we may conduct. More detailed information
 about Pruco Life, including its audited consolidated financial statements, is
 provided in the Statement of Additional Information.

 SALE AND DISTRIBUTION OF THE CONTRACT
 Prudential Investment Management Services LLC (PIMS), a wholly-owned
 subsidiary of Prudential Financial, Inc., is the distributor and principal
 underwriter of the securities offered through this prospectus. PIMS acts as
 the distributor of a number of annuity contracts and life insurance products
 we offer.

 PIMS's principal business address is 100 Mulberry Street, Newark, New Jersey
 07102-4077. PIMS is registered as a broker/dealer under the Securities
 Exchange Act of 1934 (Exchange Act) and is a member of the National
 Association of Securities Dealers, Inc. (NASD).

 The contract is offered on a continuous basis. PIMS enters into distribution
 agreements with broker/dealers who are registered under the Exchange Act and
 with entities that may offer the contract but are exempt from registration
 (firms). Applications for the contract are solicited by registered
 representatives of those firms. Such representatives will also be our
 appointed insurance agents under state insurance law. In addition, PIMS may
 offer the contract directly to potential purchasers.


 Commissions are paid to firms on sales of the contract according to one or
 more schedules. The individual representative will receive a portion of the
 compensation, depending on the practice of his or her firm. Commissions are
 generally based on a percentage of purchase payments made, up to a maximum of
 8%. Alternative compensation schedules are available that provide a lower
 initial commission plus ongoing annual compensation based on all or a portion
 of Contract Value. We may also provide compensation to the distributing firm
 for providing ongoing service to you in relation to the contract. Commissions
 and other compensation paid in relation to the contract do not result in any
 additional charge to you or to the separate account.

 In addition, in an effort to promote the sale of our products (which may
 include the placement of Pruco Life and/or the contract on a preferred or
 recommended company or product list and/or access to the firm's registered
 representatives), we or PIMS may enter into compensation arrangements with
 certain broker/ dealer firms with respect to certain or all registered
 representatives of such firms under which such firms may receive separate
 compensation or reimbursement for, among other things, training of sales
 personnel and/or marketing and/or administrative services and/or other
 services they provide to us or our affiliates. These services may include, but
 are not limited to: educating customers of the firm on the contract's
 features; conducting due diligence and analysis; providing office access,
 operations and systems support; holding seminars intended to educate
 registered representatives and make them more knowledgeable about the
 contract; providing a dedicated marketing coordinator; providing priority
 sales desk support; and providing expedited marketing compliance approval to
 PIMS. Further information about the firms that are part of these compensation
 arrangements appears in the Statement of Additional Information, which is
 available without charge upon request.


 To the extent permitted by NASD rules and other applicable laws and
 regulations, PIMS may pay or allow other promotional incentives or payments in
 the form of cash or non-cash compensation. These arrangements may not be
 offered to all firms and the terms of such arrangements may differ between
 firms.

 You should note that firms and individual registered representatives and
 branch managers within some firms participating in one of these compensation
 arrangements might receive greater compensation for selling the contract than
 for selling a different contract that is not eligible for these compensation
 arrangements. While compensation is generally taken into account as an expense
 in considering the charges applicable to a contract product, any such
 compensation will be paid by us or PIMS and will not result in any additional
 charge to you. Your registered representative can provide you with more
 information about the compensation arrangements that apply upon the sale of
 the contract.

                                      89



 11. OTHER INFORMATION continued


 LITIGATION

 Pruco Life 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 Pruco Life and that are typical of the
 businesses in which Pruco Life 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. Pruco
 Life may also be subject to litigation arising out of its general business
 activities, such as its investments and third party contracts. In certain of
 these matters, the plaintiffs may seek large and/or indeterminate amounts,
 including punitive or exemplary damages.

 Stewart v. Prudential, et al. is a lawsuit brought in the Circuit Court of the
 First Judicial District of Hinds County, Mississippi by the beneficiaries of
 an alleged life insurance policy against Pruco Life and Prudential. The
 complaint alleges that the Prudential defendants acted in bad faith when they
 failed to pay a death benefit on an alleged contract of insurance that was
 never delivered. In February 2006, the jury awarded the plaintiffs $1.4
 million in compensatory damages and $35 million in punitive damages. Motions
 for a new trial, judgment notwithstanding the verdict and remittitur, were
 denied in June 2006. Pruco Life's appeal with the Mississippi Supreme Court is
 pending.

 Pruco Life's litigation and regulatory matters are 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
 Pruco Life in a particular quarterly or annual period could be materially
 affected by an ultimate unfavorable resolution of litigation and regulatory
 matters, depending, in part, upon the results of operations or cash flow for
 such period. Management believes, however, that the ultimate outcome of all
 pending litigation and regulatory matters, after consideration of applicable
 reserves and rights to indemnification, should not have a material adverse
 effect on Pruco Life's financial position.


 ASSIGNMENT

 In general, you can assign the contract at any time during your lifetime. If
 you do so, we will reset the death benefit to equal the Contract Value on the
 date the assignment occurs. For details, see Section 4, "What Is The Death
 Benefit?" We will not be bound by the assignment until we receive written
 notice. We will not be liable for any payment or other action we take in
 accordance with the contract if that action occurs before we receive notice of
 the assignment. An assignment, like any other change in ownership, may trigger
 a taxable event. If you assign the contract, that assignment will result in
 the termination of any automated withdrawal program that had been in effect.
 If the new owner wants to re-institute an automated withdrawal program, then
 he/she needs to submit the forms that we require, in good order.


 If the contract is issued under a qualified plan, there may be limitations on
 your ability to assign the contract. For further information please speak to
 your representative.

 FINANCIAL STATEMENTS
 The financial statements of the separate account and Pruco Life, the co-issuer
 of the Strategic Partners FlexElite contract, are included in the Statement of
 Additional Information.

                                      90



 STATEMENT OF ADDITIONAL INFORMATION

 Contents:
..   Company
..   Experts
..   Principal Underwriter
..   Payments Made to Promote Sale of Our Products
..   Allocation of Initial Purchase Payment
..   Determination of Accumulation Unit Values
..   Federal Tax Status
..   State Specific Variations
..   Financial Statements

 HOUSEHOLDING
 To reduce costs, we now send only a single copy of prospectuses and
 shareholder reports to each consenting household, in lieu of sending a copy to
 each contract owner that resides in the household. If you are a member of such
 a household, you should be aware that you can revoke your consent to
 householding at any time, and begin to receive your own copy of prospectuses
 and shareholder reports, by calling (877) 778-5008.

 MARKET-VALUE ADJUSTMENT FORMULA

 General Formula
 The formula under which Pruco Life calculates the market value adjustment
 applicable to a full or partial surrender, annuitization, or settlement under
 the market value adjustment option is set forth below. The market value
 adjustment is expressed as a multiplier factor. That is, the Contract Value
 after the market value adjustment ("MVA"), but before any withdrawal charge,
 is as follows: Contract Value (after MVA) = Contract Value (before MVA) X (1 +
 MVA). The MVA itself is calculated as follows:





                       
            (       1 + I       )/N/12/
MVA =           --------------              - 1
        [       1 + J + .0025           ]



          
where:  I  = the guaranteed credited interest rate (annual effective) for the given contract at the time of
             withdrawal or annuitization or settlement.

        J  = the current credited interest rate offered on new money at the time of withdrawal or
             annuitization or settlement for a guarantee period of equal length to the number of whole
             years remaining in the Contract's current guarantee period plus one year.

        N  = equals the remaining number of months in the contract's current guarantee period (rounded
             up) at the time of withdrawal or annuitization or settlement.


 Pennsylvania Formula
 We use the same MVA formula with respect to contracts issued in Pennsylvania
 as the general formula, except that "J" in the formula above uses an
 interpolated rate as the current credited interest rate. Specifically, "J" is
 the interpolated current credited interest rate offered on new money at the
 time of withdrawal, annuitization, or settlement. The interpolated value is
 calculated using the following formula:

 m/365 X (n + 1) year rate + (365 - m)/365 X n year rate,

 where "n" equals the number of whole years remaining in the Contract's current
 guarantee period, and "m" equals the number of days remaining in year "n" of
 the current guarantee period.

                                      91



 11. OTHER INFORMATION continued


 Indiana Formula
 We use the following MVA formula for contracts issued in Indiana:



                   
            (       1 + I   )/N/12/
MVA =           ----------              - 1
        [           1 + J           ]



 The variables I, J and N retain the same definitions as the general formula.

 Market Value Adjustment Example
 (ALL STATES EXCEPT INDIANA AND PENNSYLVANIA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 5%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                 I   =  6%(0.06)
                                 J   =  5%(0.05)


 The MVA factor calculation would be: [(1.06)/(1.05 + 0.0025)]to the
 (38/12) power -1 = 0.02274

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.02274 = $253.03

 3) Add together the Market Value Adjustment and the Contract Value to get the
 total Contract Surrender Value.

 $11,127.11 + $253.03 = $11,380.14

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 7%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6%(0.06)
                                  J  =  7%(0.07)


                                      92



 The MVA factor calculation would be: [(1.06)/(1.07 + 0.0025)] to the (38/12)
 power -1 = -0.03644

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X (-0.03644) = -$405.47

 3) Add together the Market Value Adjustment and the Contract Value to get the
 total Contract Surrender Value.

 $11,127.11 + (-$405.47) = $10,721.64

 Market Value Adjustment Example

 (PENNSYLVANIA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 3 years (the number of whole years remaining) is 4%, and for a
    guarantee period of 4 years (the number of whole years remaining plus 1) is
    5%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =    6%  (0.06)
                                  J  =  [(61/365)X 0.05] + [((365-61)/365) X
                                                 0.04] = 0.0417


 The MVA factor calculation would be: [(1.06)/(1.0417 + 0.0025)] to the
 (38/12) power-1 = 0.04871

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.04871 = $542.00

 3) Add together the Market Value Adjustment and the Contract Value to get the
 total Contract Surrender Value.

 $11,127.11 + $542.00 = $11,669.11

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 3 years (the number of whole years remaining) is 7%, and for a
    guarantee period of 4 years (the number of whole years remaining plus 1) is
    8%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =    6%  (0.06)
                                  J  =  [(61/365)X 0.08] + [((365 - 61)/365)
                                                 X 0.07] = 0.0717


 The MVA factor calculation would be: [(1.06)/(1.0717 + 0.0025)] to the
 (38/12) power-1 = -0.04126

                                      93



 11. OTHER INFORMATION continued


 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X (-0.04126) = -$459.10

 3) Add together the Market Value Adjustment and the Contract Value to get the
 total Contract Surrender Value.

 $11,127.11 + (-$459.10) = $10,668.01

 Market Value Adjustment Example

 (INDIANA)

 The following will illustrate the application of the Market Value Adjustment.
 For simplicity, surrender charges are ignored in this example.

 Positive market value adjustment

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 5%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  5% (0.05)


 The MVA factor calculation would be: [(1.06)/(1.05)] to the (38/12) power-1 =
 0.03047

 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X 0.03047 = $339.04

 3) Add together the Market Value Adjustment and the Contract Value to get the
 total Contract Surrender Value.

 $11,127.11 + $339.04 = $11,466.15

 The MVA may not always be positive. Here is an example where it is negative.

..   Suppose a contract owner made an invested purchase payment of $10,000 on
    July 1, 2005 and received a guaranteed interest rate of 6% for 5 years. A
    request to surrender the contract is made on May 1, 2007. At the time, the
    Contract Value will have accumulated to $11,127.11. The number of whole
    years remaining in the guarantee period is 3.
..   On May 1, 2007 the interest rate declared by Pruco Life for a guarantee
    period of 4 years (the number of whole years remaining plus 1) is 7%.

 The following computations would be made:
 1) Determine the Market Value Adjustment factor.


                                     
                                  N  =    38
                                  I  =  6% (0.06)
                                  J  =  7% (0.07)


 The MVA factor calculation would be: [(1.06)/(1.07)] to the (38/12) power -1 =
 -0.02930

                                      94



 2) Multiply the Contract Value by the factor calculated in Step 1.

 $11,127.11 X (-0.02930) = -$326.02

 3) Add together the Market Value Adjustment and the Contract Value to get the
 total Contract Surrender Value.

 $11,127.11 + (-$326.02) = $10,801.09

                                      95




                     APPENDIX A - ACCUMULATION UNIT VALUES

 As we have indicated throughout this prospectus, the Strategic Partners
 FlexElite Variable Annuity is a contract that allows you to select or decline
 any of several features that carries with it a specific asset-based charge. We
 maintain a unique unit value corresponding to each combination of such
 contract features. Here we depict the historical unit values corresponding to
 the contract features bearing the highest and lowest combinations of
 asset-based charges. The remaining unit values appear in the Statement of
 Additional Information, which you may obtain free of charge by calling
 (888) PRU-2888 or by writing to us at the Prudential Annuity Service Center,
 P.O. Box 7960, Philadelphia, PA 19176. As discussed in the prospectus, if you
 select certain optional benefits (e.g., Lifetime Five), we limit the
 investment options to which you may allocate your Contract Value. In certain
 of these accumulation unit value tables, we set forth accumulation unit values
 that assume election of one or more of such optional benefits and allocation
 of Contract Value to portfolios that currently are not permitted as part of
 such optional benefits. Such unit values are set forth for general reference
 purposes only, and are not intended to indicate that such portfolios may be
 acquired along with those optional benefits.

   Base Death Benefit (1.60) (version of contract sold prior to May 1, 2003)





- ----------------------------------------------------------------------------------------
                                                                         Number of
                                     Accumulation     Accumulation      Accumulation
                                     Unit Value at    Unit Value at Units Outstanding at
                                  Beginning of Period End of Period    End of Period
                                                           
- ----------------------------------------------------------------------------------------
Jennison Portfolio
    5/1/2002* to 12/31/2002            $1.00649         $0.75325            93,203
    1/1/2003 to 12/31/2003             $0.75325         $0.96574           650,728
    1/1/2004 to 12/31/2004             $0.96574         $1.04212           519,492
    1/1/2005 to 12/31/2005             $1.04212         $1.17505           279,576
    1/1/2006 to 12/31/2006             $1.17505         $1.17730           236,479
- ----------------------------------------------------------------------------------------
Prudential Equity Portfolio
    5/1/2002* to 12/31/2002            $1.00967         $0.80433            19,194
    1/1/2003 to 12/31/2003             $0.80433         $1.04229           135,937
    1/1/2004 to 12/31/2004             $1.04229         $1.12776           327,748
    1/1/2005 to 12/31/2005             $1.12776         $1.23737           211,784
    1/1/2006 to 12/31/2006             $1.23737         $1.37106           164,693
- ----------------------------------------------------------------------------------------
Prudential Global Portfolio
    5/1/2002* to 12/31/2002            $1.00696         $0.78574           122,789
    1/1/2003 to 12/31/2003             $0.78574         $1.03683           199,985
    1/1/2004 to 12/31/2004             $1.03683         $1.11832           189,864
    1/1/2005 to 12/31/2005             $1.11832         $1.27756            35,197
    1/1/2006 to 12/31/2006             $1.27756         $1.50460            49,799
- ----------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    5/1/2002* to 12/31/2002            $1.00000         $0.99920           423,551
    1/1/2003 to 12/31/2003             $0.99920         $0.99175         2,261,832
    1/1/2004 to 12/31/2004             $0.99175         $0.98636         1,732,006
    1/1/2005 to 12/31/2005             $0.98636         $0.99903         2,157,271
    1/1/2006 to 12/31/2006             $0.99903         $1.02989         1,524,913
- ----------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    5/1/2002* to 12/31/2002            $1.00875         $0.81778            59,882
    1/1/2003 to 12/31/2003             $0.81778         $1.03180         1,305,656
    1/1/2004 to 12/31/2004             $1.03180         $1.12172         1,441,905
    1/1/2005 to 12/31/2005             $1.12172         $1.15421           791,358
    1/1/2006 to 12/31/2006             $1.15421         $1.31265           421,287
- ----------------------------------------------------------------------------------------
Prudential Value Portfolio
    5/1/2002* to 12/31/2002            $1.00860         $0.79642            40,410
    1/1/2003 to 12/31/2003             $0.79642         $1.00386           239,625
    1/1/2004 to 12/31/2004             $1.00386         $1.14926           359,660
    1/1/2005 to 12/31/2005             $1.14926         $1.31966           397,305
    1/1/2006 to 12/31/2006             $1.31966         $1.55794           298,621



                                      A-1






- ------------------------------------------------------------------------------------------------------
                                                                                       Number of
                                                   Accumulation     Accumulation      Accumulation
                                                   Unit Value at    Unit Value at Units Outstanding at
                                                Beginning of Period End of Period    End of Period
                                                                         
- ------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    5/1/2002* to 12/31/2002                          $1.00677         $0.79525           312,154
    1/1/2003 to 12/31/2003                           $0.79525         $1.03928           757,989
    1/1/2004 to 12/31/2004                           $1.03928         $1.17378           980,943
    1/1/2005 to 12/31/2005                           $1.17378         $1.27649           900,240
    1/1/2006 to 12/31/2006                           $1.27649         $1.43576           927,514
- ------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    5/1/2002* to 12/31/2002                          $1.00304         $0.78203            96,866
    1/1/2003 to 12/31/2003                           $0.78203         $0.97382           262,005
    1/1/2004 to 12/31/2004                           $0.97382         $1.07230            71,567
    1/1/2005 to 4/29/2005                            $1.07230         $0.98940                 0
- ------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    5/1/2002* to 12/31/2002                          $1.00936         $0.85600            37,745
    1/1/2003 to 12/31/2003                           $0.85600         $1.04209           156,248
    1/1/2004 to 12/31/2004                           $1.04209         $1.11577           192,135
    1/1/2005 to 12/31/2005                           $1.11577         $1.14907           128,530
    1/1/2006 to 12/31/2006                           $1.14907         $1.31251            69,880
- ------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    5/1/2002* to 12/31/2002                          $1.00779         $0.78002            83,646
    1/1/2003 to 12/31/2003                           $0.78002         $0.95090         1,707,961
    1/1/2004 to 12/31/2004                           $0.95090         $0.99301         1,470,174
    1/1/2005 to 12/31/2005                           $0.99301         $1.13871           648,886
    1/1/2006 to 12/31/2006                           $1.13871         $1.18710           584,425
- ------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    5/1/2002* to 12/31/2002                          $1.00335         $0.88984         2,338,741
    1/1/2003 to 12/31/2003                           $0.88984         $1.07623         5,502,079
    1/1/2004 to 12/31/2004                           $1.07623         $1.17676         9,469,017
    1/1/2005 to 12/31/2005                           $1.17676         $1.24626         8,775,371
    1/1/2006 to 12/31/2006                           $1.24626         $1.35784         5,451,257
- ------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    5/1/2002* to 12/31/2002                          $1.00203         $0.93918         2,345,900
    1/1/2003 to 12/31/2003                           $0.93918         $1.07673         4,403,658
    1/1/2004 to 12/31/2004                           $1.07673         $1.15394         2,394,175
    1/1/2005 to 12/31/2005                           $1.15394         $1.20301         3,179,088
    1/1/2006 to 12/31/2006                           $1.20301         $1.28681         2,986,642
- ------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    5/1/2002* to 12/31/2002                          $1.00676         $0.85482           433,610
    1/1/2003 to 12/31/2003                           $0.85482         $1.08886         1,349,154
    1/1/2004 to 12/31/2004                           $1.08886         $1.20600         1,886,439
    1/1/2005 to 12/31/2005                           $1.20600         $1.30008         1,125,990
    1/1/2006 to 12/31/2006                           $1.30008         $1.47193           775,434
- ------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    5/1/2002* to 12/31/2002                          $1.00401         $0.77921           127,081
    1/1/2003 to 12/31/2003                           $0.77921         $1.02081           659,327
    1/1/2004 to 12/31/2004                           $1.02081         $1.21256           906,230
    1/1/2005 to 12/31/2005                           $1.21256         $1.24863           550,261
    1/1/2006 to 12/31/2006                           $1.24863         $1.40852           385,684
- ------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    5/1/2002* to 12/31/2002                          $1.00493         $0.84271           723,141
    1/1/2003 to 12/31/2003                           $0.84271         $1.06394         1,988,561
    1/1/2004 to 12/31/2004                           $1.06394         $1.18378         2,586,101
    1/1/2005 to 12/31/2005                           $1.18378         $1.27280         2,332,131
    1/1/2006 to 12/31/2006                           $1.27280         $1.41424         1,904,867



                                      A-2






- ----------------------------------------------------------------------------------------------------------
                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
                                                    Beginning of Period End of Period    End of Period
                                                                             
- ----------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    5/1/2002* to 12/31/2002                              $1.00956         $0.83364            51,159
    1/1/2003 to 12/31/2003                               $0.83364         $1.04013           401,897
    1/1/2004 to 12/31/2004                               $1.04013         $1.20534           547,463
    1/1/2005 to 12/31/2005                               $1.20534         $1.26529           446,285
    1/1/2006 to 12/31/2006                               $1.26529         $1.47551           195,961
- ----------------------------------------------------------------------------------------------------------
SP International Value Portfolio
  (formerly, SP LSV International Value Portfolio)
    5/1/2002* to 12/31/2002                              $1.00812         $0.81844           208,005
    1/1/2003 to 12/31/2003                               $0.81844         $1.02601           378,060
    1/1/2004 to 12/31/2004                               $1.02601         $1.16945           525,090
    1/1/2005 to 12/31/2005                               $1.16945         $1.30965           660,686
    1/1/2006 to 12/31/2006                               $1.30965         $1.66419           554,380
- ----------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    5/1/2002* to 12/31/2002                              $1.00460         $0.76575            89,492
    1/1/2003 to 12/31/2003                               $0.76575         $0.95573           229,832
    1/1/2004 to 12/31/2004                               $0.95573         $1.05721           184,299
    1/1/2005 to 4/29/2005                                $1.05721         $0.98737                 0
- ----------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    5/1/2002* to 12/31/2002                              $0.98986         $0.68122            64,598
    1/1/2003 to 12/31/2003                               $0.68122         $0.93944           718,763
    1/1/2004 to 12/31/2004                               $0.93944         $1.10534         1,479,218
    1/1/2005 to 12/31/2005                               $1.10534         $1.14515           732,772
    1/1/2006 to 12/31/2006                               $1.14515         $1.10524           661,034
- ----------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    5/1/2002* to 12/31/2002                              $0.99896         $0.97196           257,990
    1/1/2003 to 12/31/2003                               $0.97196         $1.17106         3,639,912
    1/1/2004 to 12/31/2004                               $1.17106         $1.26025         2,570,594
    1/1/2005 to 12/31/2005                               $1.26025         $1.29024         1,129,082
    1/1/2006 to 12/31/2006                               $1.29024         $1.39070           842,140
- ----------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    5/1/2002* to 12/31/2002                              $0.99996         $1.05757           946,026
    1/1/2003 to 12/31/2003                               $1.05757         $1.10183         4,014,394
    1/1/2004 to 12/31/2004                               $1.10183         $1.14172         3,829,364
    1/1/2005 to 12/31/2005                               $1.14172         $1.15064         2,616,515
    1/1/2006 to 12/31/2006                               $1.15064         $1.17420         1,702,419
- ----------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    5/1/2002* to 12/31/2002                              $1.00813         $0.75658            77,973
    1/1/2003 to 12/31/2003                               $0.75658         $1.05808           234,827
    1/1/2004 to 12/31/2004                               $1.05808         $1.26419           219,324
    1/1/2005 to 12/31/2005                               $1.26419         $1.46554           192,853
    1/1/2006 to 12/31/2006                               $1.46554         $1.58082           118,334
- ----------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    5/1/2002* to 12/31/2002                              $0.99996         $0.76251            66,083
    1/1/2003 to 12/31/2003                               $0.76251         $1.01108           571,775
    1/1/2004 to 12/31/2004                               $1.01108         $0.98594         1,185,252
    1/1/2005 to 12/31/2005                               $0.98594         $0.99462           379,320
    1/1/2006 to 12/31/2006                               $0.99462         $1.10025           324,210
- ----------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    5/1/2002* to 12/31/2002                              $1.00807         $0.80793            98,858
    1/1/2003 to 12/31/2003                               $0.80793         $1.00077            79,543
    1/1/2004 to 12/31/2004                               $1.00077         $1.08939            58,732
    1/1/2005 to 12/31/2005                               $1.08939         $1.23467            84,874
    1/1/2006 to 12/31/2006                               $1.23467         $1.20726            66,240



                                      A-3






- -----------------------------------------------------------------------------------------------------------
                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
                                                     Beginning of Period End of Period    End of Period
                                                                              
- -----------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    5/1/2002* to 12/31/2002                                $1.00200         $0.68057            2,907
    1/1/2003 to 12/31/2003                                 $0.68057         $0.95387          188,395
    1/1/2004 to 12/31/2004                                 $0.95387         $0.93892          856,847
    1/1/2005 to 4/29/2005                                  $0.93892         $0.83813                0
- -----------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    5/1/2002* to 12/31/2002                                $1.00364         $0.76891           36,399
    1/1/2003 to 12/31/2003                                 $0.76891         $1.05634          992,042
    1/1/2004 to 12/31/2004                                 $1.05634         $1.21164        1,093,796
    1/1/2005 to 12/31/2005                                 $1.21164         $1.38795          239,742
    1/1/2006 to 12/31/2006                                 $1.38795         $1.65375          170,864
- -----------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                               $9.99870        $10.66600           11,810
- -----------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99870         $9.99781                0
    1/1/2006 to 12/31/2006                                 $9.99781        $11.38426           53,943
- -----------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                              $10.09321        $11.71644                0
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                              $10.07954        $10.31589                0
    1/1/2006 to 12/31/2006                                $10.31589        $12.32152                0
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                              $10.05465        $10.27041              613
    1/1/2006 to 12/31/2006                                $10.27041        $11.85492            2,008
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                              $10.04992        $11.32871                0
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                              $10.04972        $10.40528                0
    1/1/2006 to 12/31/2006                                $10.40528        $11.53220            7,864
- -----------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                              $10.06642        $10.33775                0
    1/1/2006 to 12/31/2006                                $10.33775        $11.89059                0
- -----------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                              $10.04186        $10.32060                0
    1/1/2006 to 12/31/2006                                $10.32060        $11.14052                0
- -----------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99870        $10.01777              709
    1/1/2006 to 12/31/2006                                $10.01777        $11.02058           76,081
- -----------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99870        $10.00777                0
    1/1/2006 to 12/31/2006                                $10.00777        $11.19746          118,037
- -----------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                              $10.14694        $12.02239            3,255
    1/1/2006 to 12/31/2006                                $12.02239        $16.18074            5,324
- -----------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99870        $10.02777            5,377
    1/1/2006 to 12/31/2006                                $10.02777        $10.91230           44,365
- -----------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                              $10.08475        $10.71961                0
    1/1/2006 to 12/31/2006                                $10.71961        $12.84370                0



                                      A-4






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
  (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01116        $10.31628             916
    1/1/2006 to 12/31/2006                                 $10.31628        $10.94179               0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04553        $10.02163           1,790
    1/1/2006 to 12/31/2006                                 $10.02163        $11.83230               0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99870        $10.96320             484
    1/1/2006 to 12/31/2006                                 $10.96320        $12.18419           1,440
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99870        $10.48825               0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99870        $10.58698               0
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
  (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01525        $10.62776               0
    1/1/2006 to 12/31/2006                                 $10.62776        $11.62614             413
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03286        $10.76377               0
    1/1/2006 to 12/31/2006                                 $10.76377        $11.65320             268
- ------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                                $9.97664         $9.86257          29,224
    1/1/2006 to 12/31/2006                                  $9.86257        $10.71259          31,288
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99870        $10.58316               0
    1/1/2006 to 12/31/2006                                 $10.58316        $11.07077           1,032
- ------------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.91372        $10.65770           1,055
    1/1/2006 to 12/31/2006                                 $10.65770        $12.88158           7,194
- ------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.07710        $10.56123           1,255
    1/1/2006 to 12/31/2006                                 $10.56123        $12.31413           6,595
- ------------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                                $9.99870         $9.95397           1,234
    1/1/2006 to 12/31/2006                                  $9.95397        $10.75768           3,320
- ------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.12608        $10.90783           1,433
    1/1/2006 to 12/31/2006                                 $10.90783        $11.51340           9,041
- ------------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.96610        $10.48203               0
    1/1/2006 to 12/31/2006                                 $10.48203        $12.82457           1,924
- ------------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03677        $10.76384               0
    1/1/2006 to 12/31/2006                                 $10.76384        $11.61849               0
- ------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.06487        $10.35723           1,182
    1/1/2006 to 12/31/2006                                 $10.35723        $11.64662           1,871
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.05559        $11.34064           1,721
    1/1/2006 to 12/31/2006                                 $11.34064        $12.73152           1,414
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.02180        $10.88951           3,280
    1/1/2006 to 12/31/2006                                 $10.88951        $11.87082           6,058



                                      A-5






- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99870        $10.06112           2,109
    1/1/2006 to 12/31/2006                         $10.06112        $10.28150           3,451
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99870        $10.03777               0
    1/1/2006 to 12/31/2006                         $10.03777        $10.66664               0
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04850        $10.65131             480
    1/1/2006 to 12/31/2006                         $10.65131        $12.58550           3,420
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02851        $10.35969             145
    1/1/2006 to 12/31/2006                         $10.35969        $11.47079             214
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94923         $9.45336             317
    1/1/2006 to 12/31/2006                          $9.45336         $9.88855           1,433
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00270        $11.74369           6,423
    1/1/2006 to 12/31/2006                         $11.74369        $13.39296          11,461
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.88086        $12.06669           4,825
    1/1/2006 to 12/31/2006                         $12.06669        $15.98374           6,883
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    5/1/2002* to 12/31/2002                         $1.00860         $0.77398           8,577
    1/1/2003 to 12/31/2003                          $0.77398         $1.00180          86,824
    1/1/2004 to 12/31/2004                          $1.00180         $1.02749          87,502
    1/1/2005 to 12/31/2005                          $1.02749         $1.05188          67,596
    1/1/2006 to 12/31/2006                          $1.05188         $1.15075          44,804




 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.

  (Highest Daily Value Death Benefit and Lifetime Five 2.75) (for version of
                    contract sold on or after May 1, 2003)





- ----------------------------------------------------------------------------------------
                                                                         Number of
                                     Accumulation     Accumulation      Accumulation
                                     Unit Value at    Unit Value at Units Outstanding at
                                  Beginning of Period End of Period    End of Period
                                                           
- ----------------------------------------------------------------------------------------
Jennison Portfolio
    3/14/2005* to 12/31/2005           $10.06117        $11.71852            0
    1/1/2006 to 12/31/2006             $11.71852        $11.60950            0
- ----------------------------------------------------------------------------------------
Prudential Equity Portfolio
    3/14/2005* to 12/31/2005           $10.04754        $11.00992            0
    1/1/2006 to 12/31/2006             $11.00992        $12.06300            0
- ----------------------------------------------------------------------------------------
Prudential Global Portfolio
    3/14/2005* to 12/31/2005            $9.98571        $11.24606            0
    1/1/2006 to 12/31/2006             $11.24606        $13.09664            0
- ----------------------------------------------------------------------------------------
Prudential Money Market Portfolio
    3/14/2005* to 12/31/2005            $9.99964        $10.02827            0
    1/1/2006 to 12/31/2006             $10.02827        $10.22412            0



                                      A-6






- ----------------------------------------------------------------------------------------------------------
                                                                                           Number of
                                                       Accumulation     Accumulation      Accumulation
                                                       Unit Value at    Unit Value at Units Outstanding at
                                                    Beginning of Period End of Period    End of Period
                                                                             
- ----------------------------------------------------------------------------------------------------------
Prudential Stock Index Portfolio
    3/14/2005* to 12/31/2005                             $10.05569        $10.29682               0
    1/1/2006 to 12/31/2006                               $10.29682        $11.57989               0
- ----------------------------------------------------------------------------------------------------------
Prudential Value Portfolio
    3/14/2005* to 12/31/2005                             $10.03704        $11.16744               0
    1/1/2006 to 12/31/2006                               $11.16744        $13.03651               0
- ----------------------------------------------------------------------------------------------------------
SP Aggressive Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                             $10.03144        $10.89452               0
    1/1/2006 to 12/31/2006                               $10.89452        $12.11717               0
- ----------------------------------------------------------------------------------------------------------
SP AIM Aggressive Growth Portfolio
    3/14/2005* to 4/29/2005                              $10.06839         $9.47634               0
- ----------------------------------------------------------------------------------------------------------
SP AIM Core Equity Portfolio
    3/14/2005* to 12/31/2005                             $10.02472        $10.15397               0
    1/1/2006 to 12/31/2006                               $10.15397        $11.46923               0
- ----------------------------------------------------------------------------------------------------------
SP T. Rowe Price Large-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.02972        $12.03478               0
    1/1/2006 to 12/31/2006                               $12.03478        $12.40608               0
- ----------------------------------------------------------------------------------------------------------
SP Balanced Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                             $10.01669        $10.58751          76,778
    1/1/2006 to 12/31/2006                               $10.58751        $11.40644          64,795
- ----------------------------------------------------------------------------------------------------------
SP Conservative Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                             $10.00674        $10.41736          40,172
    1/1/2006 to 12/31/2006                               $10.41736        $11.01825          18,272
- ----------------------------------------------------------------------------------------------------------
SP Davis Value Portfolio
    3/14/2005* to 12/31/2005                             $10.02465        $10.54231               0
    1/1/2006 to 12/31/2006                               $10.54231        $11.80245               0
- ----------------------------------------------------------------------------------------------------------
SP Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                             $10.05686        $10.42337               0
    1/1/2006 to 12/31/2006                               $10.42337        $11.62655               0
- ----------------------------------------------------------------------------------------------------------
SP Growth Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                             $10.02857        $10.75346         165,231
    1/1/2006 to 12/31/2006                               $10.75346        $11.81507         164,735
- ----------------------------------------------------------------------------------------------------------
SP Large Cap Value Portfolio
    3/14/2005* to 12/31/2005                             $10.07536        $10.39807               0
    1/1/2006 to 12/31/2006                               $10.39807        $11.99010               0
- ----------------------------------------------------------------------------------------------------------
SP International Value Portfolio
  (formerly, SP LSV International Value Portfolio)
    3/14/2005* to 12/31/2005                              $9.91175        $10.58053               0
    1/1/2006 to 12/31/2006                               $10.58053        $13.29449               0
- ----------------------------------------------------------------------------------------------------------
SP MFS Capital Opportunities Portfolio
    3/14/2005* to 12/31/2005                             $10.05557         $9.59656               0
- ----------------------------------------------------------------------------------------------------------
SP Mid Cap Growth Portfolio
    3/14/2005* to 12/31/2005                             $10.02785        $10.60799               0
    1/1/2006 to 12/31/2006                               $10.60799        $10.12419               0
- ----------------------------------------------------------------------------------------------------------
SP PIMCO High Yield Portfolio
    3/14/2005* to 12/31/2005                              $9.98851        $10.05567               0
    1/1/2006 to 12/31/2006                               $10.05567        $10.71775               0
- ----------------------------------------------------------------------------------------------------------
SP PIMCO Total Return Portfolio
    3/14/2005* to 12/31/2005                              $9.99777        $10.08669               0
    1/1/2006 to 12/31/2006                               $10.08669        $10.17850               0



                                      A-7






- -----------------------------------------------------------------------------------------------------------
                                                                                            Number of
                                                        Accumulation     Accumulation      Accumulation
                                                        Unit Value at    Unit Value at Units Outstanding at
                                                     Beginning of Period End of Period    End of Period
                                                                              
- -----------------------------------------------------------------------------------------------------------
SP Prudential U.S. Emerging Growth Portfolio
    3/14/2005* to 12/31/2005                              $10.03536        $11.65286               0
    1/1/2006 to 12/31/2006                                $11.65286        $12.42904               0
- -----------------------------------------------------------------------------------------------------------
SP Small-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                              $10.02998        $10.42978               0
    1/1/2006 to 12/31/2006                                $10.42978        $11.40870               0
- -----------------------------------------------------------------------------------------------------------
SP Strategic Partners Focused Growth Portfolio
    3/14/2005* to 12/31/2005                              $10.07318        $11.89439               0
    1/1/2006 to 12/31/2006                                $11.89439        $11.50025               0
- -----------------------------------------------------------------------------------------------------------
SP Technology Portfolio
    3/14/2005* to 12/31/2005                              $10.04271         $9.58302               0
- -----------------------------------------------------------------------------------------------------------
SP International Growth Portfolio
 (formerly, SP William Blair International Growth
 Portfolio)
    3/14/2005* to 12/31/2005                               $9.92593        $11.20713               0
    1/1/2006 to 12/31/2006                                $11.20713        $13.20385               0
- -----------------------------------------------------------------------------------------------------------
AST Advanced Strategies Portfolio
    3/20/2006* to 12/31/2006                               $9.99777        $10.57202               0
- -----------------------------------------------------------------------------------------------------------
AST Aggressive Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99777         $9.98918               0
    1/1/2006 to 12/31/2006                                 $9.98918        $11.24761               0
- -----------------------------------------------------------------------------------------------------------
AST Alger All-Cap Growth Portfolio
    3/14/2005* to 12/02/2005                              $10.09229        $11.62084               0
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Core Value Portfolio
    3/14/2005* to 12/31/2005                              $10.07861        $10.22287               0
    1/1/2006 to 12/31/2006                                $10.22287        $12.07405               0
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth & Income Portfolio
    3/14/2005* to 12/31/2005                              $10.05372        $10.17785               0
    1/1/2006 to 12/31/2006                                $10.17785        $11.61695               0
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Growth + Value Portfolio
    3/14/2005* to 12/02/2005                              $10.04900        $11.23624               0
- -----------------------------------------------------------------------------------------------------------
AST AllianceBernstein Managed Index 500 Portfolio
    3/14/2005* to 12/31/2005                              $10.04879        $10.31138               0
    1/1/2006 to 12/31/2006                                $10.31138        $11.30061               0
- -----------------------------------------------------------------------------------------------------------
AST American Century Income & Growth Portfolio
    3/14/2005* to 12/31/2005                              $10.06549        $10.24446               0
    1/1/2006 to 12/31/2006                                $10.24446        $11.65186               0
- -----------------------------------------------------------------------------------------------------------
AST American Century Strategic Allocation Portfolio
 (formerly, AST American Century Strategic Balanced
 Portfolio)
    3/14/2005* to 12/31/2005                              $10.04094        $10.22754               0
    1/1/2006 to 12/31/2006                                $10.22754        $10.91679               0
- -----------------------------------------------------------------------------------------------------------
AST Balanced Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99777        $10.00913           5,593
    1/1/2006 to 12/31/2006                                $10.00913        $10.88808          29,966
- -----------------------------------------------------------------------------------------------------------
AST Capital Growth Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99777         $9.99914          90,558
    1/1/2006 to 12/31/2006                                 $9.99914        $11.06284         178,182
- -----------------------------------------------------------------------------------------------------------
AST Cohen & Steers Realty Portfolio
    3/14/2005* to 12/31/2005                              $10.14601        $11.91406               0
    1/1/2006 to 12/31/2006                                $11.91406        $15.85615               0
- -----------------------------------------------------------------------------------------------------------
AST Conservative Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                               $9.99777        $10.01910           4,195
    1/1/2006 to 12/31/2006                                $10.01910        $10.78120          16,594



                                      A-8






- ------------------------------------------------------------------------------------------------------------
                                                                                             Number of
                                                         Accumulation     Accumulation      Accumulation
                                                         Unit Value at    Unit Value at Units Outstanding at
                                                      Beginning of Period End of Period    End of Period
                                                                               
- ------------------------------------------------------------------------------------------------------------
AST DeAM Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.08383        $10.62294              0
    1/1/2006 to 12/31/2006                                 $10.62294        $12.58576              0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Small-Cap Growth Portfolio
  (formerly, AST DeAM Small-Cap Growth Portfolio)
    3/14/2005* to 12/31/2005                               $10.01024        $10.22322              0
    1/1/2006 to 12/31/2006                                 $10.22322        $10.72193              0
- ------------------------------------------------------------------------------------------------------------
AST DeAM Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.04461         $9.93126              0
    1/1/2006 to 12/31/2006                                  $9.93126        $11.59492              0
- ------------------------------------------------------------------------------------------------------------
AST Federated Aggressive Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99777        $10.86427              0
    1/1/2006 to 12/31/2006                                 $10.86427        $11.93940              0
- ------------------------------------------------------------------------------------------------------------
AST First Trust Capital Appreciation Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99777        $10.39574          1,698
- ------------------------------------------------------------------------------------------------------------
AST First Trust Balanced Target Portfolio
    3/20/2006* to 12/31/2006                                $9.99777        $10.49366              0
- ------------------------------------------------------------------------------------------------------------
AST UBS Dynamic Alpha Portfolio
  (formerly, AST Global Allocation Portfolio)
    3/14/2005* to 12/31/2005                               $10.01433        $10.53185              0
    1/1/2006 to 12/31/2006                                 $10.53185        $11.39263              0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Concentrated Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03193        $10.66654              0
    1/1/2006 to 12/31/2006                                 $10.66654        $11.41899              0
- ------------------------------------------------------------------------------------------------------------
AST High Yield Portfolio
    3/14/2005* to 12/31/2005                                $9.97572         $9.77353              0
    1/1/2006 to 12/31/2006                                  $9.77353        $10.49735              0
- ------------------------------------------------------------------------------------------------------------
AST Goldman Sachs Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                                $9.99777        $10.48770              0
    1/1/2006 to 12/31/2006                                 $10.48770        $10.84831              0
- ------------------------------------------------------------------------------------------------------------
AST JPMorgan International Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.91280        $10.56143              0
    1/1/2006 to 12/31/2006                                 $10.56143        $12.62280              0
- ------------------------------------------------------------------------------------------------------------
AST Large-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.07618        $10.46601              0
    1/1/2006 to 12/31/2006                                 $10.46601        $12.06704              0
- ------------------------------------------------------------------------------------------------------------
AST Lord Abbett Bond Debenture Portfolio
    3/14/2005* to 12/31/2005                                $9.99777         $9.86405              0
    1/1/2006 to 12/31/2006                                  $9.86405        $10.54159              0
- ------------------------------------------------------------------------------------------------------------
AST Marsico Capital Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.12516        $10.80945              0
    1/1/2006 to 12/31/2006                                 $10.80945        $11.28217              0
- ------------------------------------------------------------------------------------------------------------
AST MFS Global Equity Portfolio
    3/14/2005* to 12/31/2005                                $9.96517        $10.38754              0
    1/1/2006 to 12/31/2006                                 $10.38754        $12.56729              0
- ------------------------------------------------------------------------------------------------------------
AST MFS Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.03584        $10.66678              0
    1/1/2006 to 12/31/2006                                 $10.66678        $11.38515              0
- ------------------------------------------------------------------------------------------------------------
AST Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                               $10.06394        $10.26369              0
    1/1/2006 to 12/31/2006                                 $10.26369        $11.41265              0
- ------------------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio
    3/14/2005* to 12/31/2005                               $10.05467        $11.23844              0
    1/1/2006 to 12/31/2006                                 $11.23844        $12.47591              0



                                      A-9






- ----------------------------------------------------------------------------------------------------
                                                                                     Number of
                                                 Accumulation     Accumulation      Accumulation
                                                 Unit Value at    Unit Value at Units Outstanding at
                                              Beginning of Period End of Period    End of Period
                                                                       
- ----------------------------------------------------------------------------------------------------
AST Neuberger Berman Mid-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.02088        $10.79135               0
    1/1/2006 to 12/31/2006                         $10.79135        $11.63249               0
- ----------------------------------------------------------------------------------------------------
AST PIMCO Limited Maturity Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.99777         $9.97047               0
    1/1/2006 to 12/31/2006                          $9.97047        $10.07526               0
- ----------------------------------------------------------------------------------------------------
AST Preservation Asset Allocation Portfolio
    12/5/2005* to 12/31/2005                        $9.99777        $10.02910               0
    1/1/2006 to 12/31/2006                         $10.02910        $10.53839          20,418
- ----------------------------------------------------------------------------------------------------
AST Small-Cap Value Portfolio
    3/14/2005* to 12/31/2005                       $10.04758        $10.55522               0
    1/1/2006 to 12/31/2006                         $10.55522        $12.33274               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Asset Allocation Portfolio
    3/14/2005* to 12/31/2005                       $10.02759        $10.26630               0
    1/1/2006 to 12/31/2006                         $10.26630        $11.24064               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Global Bond Portfolio
    3/14/2005* to 12/31/2005                        $9.94831         $9.36794               0
    1/1/2006 to 12/31/2006                          $9.36794         $9.68974               0
- ----------------------------------------------------------------------------------------------------
AST T. Rowe Price Natural Resources Portfolio
    3/14/2005* to 12/31/2005                       $10.00177        $11.63782               0
    1/1/2006 to 12/31/2006                         $11.63782        $13.12406               0
- ----------------------------------------------------------------------------------------------------
Gartmore GVIT Developing Markets Fund
    3/14/2005* to 12/31/2005                        $9.87994        $11.95787               0
    1/1/2006 to 12/31/2006                         $11.95787        $15.66273               0
- ----------------------------------------------------------------------------------------------------
Janus Aspen Large Cap Growth Portfolio -
 Service Shares
    3/14/2005* to 12/31/2005                       $10.04371        $10.30638               0
    1/1/2006 to 12/31/2006                         $10.30638        $11.14794               0




 *  As applicable, date that portfolio was first offered in the product and/or
    this charge combination first appeared.


                                     A-10



       APPENDIX B - SELECTING THE VARIABLE ANNUITY THAT'S RIGHT FOR YOU

 Within the Strategic Partners(SM) family of annuities, we offer several
 different deferred variable annuity products. These annuities are issued by
 Pruco Life Insurance Company (in New York, by Pruco Life Insurance Company of
 New Jersey). Not all of these annuities may be available to you due to state
 approval or broker-dealer offerings. You can verify which of these annuities
 is available to you by asking your registered representative, or by calling us
 at (888) PRU-2888. For comprehensive information about each of these
 annuities, please consult the prospectus for the annuity.

 Each annuity has different features and benefits that may be appropriate for
 you, based on your individual financial situation and how you intend to use
 the annuity.

 The different features and benefits may include variations on your ability to
 access funds in your annuity without the imposition of a withdrawal charge as
 well as different ongoing fees and charges you pay while your contract remains
 in force. Additionally, differences may exist in various optional benefits
 such as guaranteed living benefits or death benefit protection.

 Among the factors you should consider when choosing which annuity product may
 be most appropriate for your individual needs are the following:

..   Your age;
..   The amount of your investment and any planned future deposits into the
    annuity;
..   How long you intend to hold the annuity (also referred to as investment
    time horizon);
..   Your desire to make withdrawals from the annuity;
..   Your investment return objectives;
..   The effect of optional benefits that may be elected; and
..   Your desire to minimize costs and/or maximize return associated with the
    annuity.

 The following chart sets forth the prominent features of each Strategic
 Partners variable annuity. The availability of optional features, such as
 those noted in the chart, may increase the cost of the contract. Therefore,
 you should carefully consider which features you plan to use when selecting
 your annuity.


 In addition to the chart, we set out below certain hypothetical illustrations
 that reflect the Contract Value and surrender value of each variable annuity
 over a variety of holding periods. These charts are meant to reflect how your
 annuities can grow or decrease depending on market conditions and the
 comparable value of each of the annuities (which reflects the charges
 associated with the annuities) under the assumptions noted. In comparing the
 values within the illustrations, a number of distinctions are evident. To
 fully appreciate these distinctions, we encourage you to speak to your
 registered representative and to read the prospectuses. However, we do point
 out the following noteworthy items:

..   Strategic Partners Advisor, because it has no sales charge, offers the
    highest surrender value during the first few years. However, unlike
    Strategic Partners FlexElite 2 (i.e., the version of the contract sold on
    or after May 1, 2003) and the Strategic Partners Annuity One 3/Plus 3
    contracts, Strategic Partners Advisor offers few optional benefits.
..   Strategic Partners FlexElite 2 offers both an array of optional benefits as
    well as the "liquidity" to surrender the annuity without any withdrawal
    charge after three contract years have passed. FlexElite 2 also is unique
    in offering an optional persistency bonus (which, if taken, extends the
    withdrawal charge period).

..   Strategic Partners Select, as part of its standard insurance and
    administrative expense, offers a guaranteed minimum death benefit equal to
    the greater of Contract Value, a step-up value, or a roll-up value. In
    contrast, you incur an additional charge if you opt for an enhanced death
    benefit under the other annuities.

..   Strategic Partners Annuity One 3/Plus 3 comes in both a bonus version and a
    non-bonus version, each of which offers several optional insurance
    features. A bonus is added to your purchase payments under the bonus
    version, although the withdrawal charges under the bonus version are higher
    than those under the non-bonus version. Although the non-bonus version
    offers no bonus, it is accompanied by fixed interest rate options and a
    market value adjustment option that may provide higher interest rates than
    such options accompanying the bonus version.

 STRATEGIC PARTNERS ANNUITY PRODUCT COMPARISON. Below is a summary of Strategic
 Partners variable annuity products. You should consider the investment
 objectives, risks, charges and expenses of an investment in any contract
 carefully before investing. Each product prospectus as well as the underlying
 portfolio prospectuses contains this and other information about the variable
 annuities and underlying investment options. Your registered representative
 can provide you with prospectuses for one or more of these variable annuities
 and the underlying portfolios and can help you decide upon the product that
 would be most advantageous for you given your individual needs. Please read
 the prospectuses carefully before investing.

                                      B-1






- ----------------------------------------------------------------------------------------------------
                                                                                      Strategic
                                                                                       Partners
                         Strategic             Strategic                            Annuity One 3/
                         Partners               Partners             Strategic        Plus 3 non
                          Advisor           Flexelite 2/ 1/       Partners Select       Bonus
                                                                       
- ----------------------------------------------------------------------------------------------------
Minimum Investment   $10,000            $10,000                  $10,000           $10,000
- ----------------------------------------------------------------------------------------------------
Maximum Issue Age    85 Qualified &     85 Qualified &           80 Qualified & 85 85 Qualified &
                     Non-Qualified      Non-Qualified            Non-Qualified     Non-Qualified
- ----------------------------------------------------------------------------------------------------
Withdrawal Charge    None               3 Years (7%, 7%,         7 Years (7%, 6%,  7 Years (7%, 6%,
 Schedule                               7%) Contract date        5%, 4%, 3%, 2%,   5%, 4%, 3%, 2%,
                                        based                    1%) Contract date 1%) Payment date
                                                                 based             based
- ----------------------------------------------------------------------------------------------------
Annual Charge-Free   Full liquidity     10% of gross             10% of gross      10% of gross
 Withdrawal/ 2/                         purchase                 purchase          purchase
                                        payments made as         payments per      payments made as
                                        of last contract         contract year,    of last contract
                                        anniversary per          cumulative up to  anniversary per
                                        contract year            7 years or 70% of contract year
                                                                 gross purchase
                                                                 payments
- ----------------------------------------------------------------------------------------------------
Insurance and        1.40%              1.65%                    1.52%             1.40%
 Administration
 Charge
- ----------------------------------------------------------------------------------------------------
Contract Maintenance The lesser of $30  The lesser of $50        $30. Waived if    The lesser of $35
 Fee (assessed       or 2% of your      or 2% of your            Contract Value is or 2% of your
 annually)           Contract Value.    Contract Value           $50,000 or more   contract value.
                     Waived if contract Waived if contract                         Waived if
                     value is $50,000   value is $100,000                          Contract Value is
                     or more            or more                                    $75,000 or more
- ----------------------------------------------------------------------------------------------------
Contract Credit      No                 Yes 1% credit            No                No
                                        option at end of
                                        3/rd/ and 6/th/ contract
                                        years. Election
                                        results in a new 3
                                        year withdrawal
                                        charge






- -----------------------------------------------------------------------------------------------------------------------
                                    Strategic Partners Annuity One 3/Plus 3 Bonus
                                 
- -----------------------------------------------------------------------------------------------------------------------
Minimum Investment                  $10,000
- -----------------------------------------------------------------------------------------------------------------------
Maximum Issue Age                   85 Qualified & Non-Qualified
- -----------------------------------------------------------------------------------------------------------------------
Withdrawal Charge Schedule          7 Years (8%, 8%, 8%, 8%, 7%, 6%, 5%) Payment date based
- -----------------------------------------------------------------------------------------------------------------------
Annual Charge-Free Withdrawal /2/   10% of gross purchase payments made as of last contract anniversary per contract
                                    year
- -----------------------------------------------------------------------------------------------------------------------
Insurance and Administration Charge 1.50%
- -----------------------------------------------------------------------------------------------------------------------
Contract Maintenance Fee (assessed  The lesser of $35 or 2% of your contract value. Waived if Contract Value is $75,000
 annually)                          or more
- -----------------------------------------------------------------------------------------------------------------------
Contract Credit                     Yes
                                    3% - all amounts ages
                                    81 - 85
                                    4% - under $250,000
                                    5% - $250,000 - $999,999
                                    6% - $1,000,000+




 1  This column depicts features of the version of Strategic Partners FlexElite
    sold on or after May 1, 2003 or upon subsequent state approval. In one
    state, Pruco Life continues to sell a prior version of the contract. Under
    that version, the charge for the base death benefit is 1.60%, rather than
    1.65%. The prior version also differs in certain other respects (e.g.,
    availability of optional benefits). The values illustrated below are based
    on the 1.65% charge, and therefore are slightly lower than if the 1.60%
    charge were used.
 2  Withdrawals of taxable amounts will be subject to income tax, and prior to
    age 59 1/2, may be subject to a 10% Federal Income Tax penalty.


                                      B-2






- ----------------------------------------------------------------------------------------------
                                                                                Strategic
                                                                                 Partners
                            Strategic        Strategic                           Annuity
                            Partners          Partners        Strategic        One 3/Plus 3
                             Advisor      Flexelite 2 /1/  Partners Select      Non Bonus
                                                                
- ----------------------------------------------------------------------------------------------
Fixed Rate Account       No               Yes              Yes              Yes
                                          1-Year           1-Year           1-Year
- ----------------------------------------------------------------------------------------------
Market Value             No               Yes              Yes              Yes
 Adjustment Account                       1-10 Years       7-Year           1-10 Years
 (MVA)
- ----------------------------------------------------------------------------------------------
Enhanced Dollar Cost     No               Yes              No               Yes
 Averaging (DCA)
- ----------------------------------------------------------------------------------------------
Variable Investment      as indicated in  as indicated in  as indicated in  as indicated in
 Options Available       prospectus       prospectus       prospectus       prospectus
- ----------------------------------------------------------------------------------------------
Evergreen Funds          N/A              N/A              N/A              6-available in
                                                                            Strategic Partners
                                                                            Plus 3 only
- ----------------------------------------------------------------------------------------------
Base Death Benefit:      The greater of:  The greater of:  Combo: Step/Roll The greater of:
                         purchase         purchase         Withdrawals will purchase
                         payment(s) minus payment(s) minus proportionately  payment(s) minus
                         proportionate    proportionate    affect the Death proportionate
                         withdrawal(s) or withdrawal(s) or Contract Value   withdrawal(s) or
                         Contract Value   Contract Value                    Benefit
- ----------------------------------------------------------------------------------------------
Optional Death Benefit   Combo: Step/Roll Step-Up          N/A              Step-Up
 (for an additional                       Roll-Up                           Roll-Up
 cost), /4,5/                             Combo: Step/Roll                  Combo: Step/Roll
                                          Highest Daily                     Highest Daily
                                          Value (HDV)                       Value (HDV)
                                          Earnings                          Earnings
                                          Appreciator                       Appreciator
                                          Benefit (EAB)                     Benefit (EAB)
- ----------------------------------------------------------------------------------------------
Living Benefits (for an  Lifetime Five    Lifetime Five    N/A              Lifetime Five
 additional cost), /5,6/                  Guaranteed                        Guaranteed
                                          Minimum Income                    Minimum Income
                                          Benefit (GMIB)                    Benefit (GMIB)
                                          Income                            Income
                                          Appreciator                       Appreciator
                                          Benefit (IAB)                     Benefit (IAB)
                                          Spousal Lifetime
                         SpousalLifetime  Five Income                       Income Benefit
                         Five             Benefit
                                          Highest Daily
                                          Lifetime Five






- -----------------------------------------------------------------------------------------------------------------------------
                                                       Strategic Partners Annuity One 3/Plus 3 Bonus
                                                    
- -----------------------------------------------------------------------------------------------------------------------------
Fixed Rate Account                                     Yes /3/
                                                       1-Year
- -----------------------------------------------------------------------------------------------------------------------------
Market Value Adjustment Account (MVA)                  Yes
                                                       1-10 Years
- -----------------------------------------------------------------------------------------------------------------------------
Enhanced Dollar Cost Averaging (DCA)                   Yes
- -----------------------------------------------------------------------------------------------------------------------------
Variable Investment Options Available                  56/62
- -----------------------------------------------------------------------------------------------------------------------------
Evergreen Funds                                        6-available in Strategic Partners Plus 3 only
- -----------------------------------------------------------------------------------------------------------------------------
Base Death Benefit:                                    The greater of: purchase payment(s) minus proportionate withdrawal(s)
                                                       or Contract Value
- -----------------------------------------------------------------------------------------------------------------------------
Optional Death Benefit (for an additional cost), /4,5/ Step-Up Roll-Up Combo: Step/Roll Highest Daily Value (HDV)
                                                       Earnings Appreciator Benefit (EAB)
- -----------------------------------------------------------------------------------------------------------------------------
Living Benefits (for an additional cost), /5,6/        Lifetime Five Guaranteed Minimum Income Benefit (GMIB) Income
                                                       Appreciator Benefit (IAB) Spousal Lifetime Five Income Benefit Highest
                                                       Daily Lifetime Five



                                      B-3




 3  We may offer lower interest rates for the fixed rate options than the
    interest rates offered in the contracts without credit.
 4  For more information on these benefits, refer to Section 4, "What is the
    Death Benefit?" in the prospectus.
 5  Not all optional benefits may be available in all states.
 6  For more information on these benefits, refer to Section 3, "What kind of
    payments will I receive during the income phase?"; Section 5, "What is the
    Lifetime Five(SM) Income Benefit?" (discussing Lifetime Five, Spousal
    Lifetime Five and Highest Daily Lifetime Five); and Section 6, "What is the
    Income Appreciator Benefit?" in the prospectus.


 HYPOTHETICAL ILLUSTRATION

 The following examples outline the value of each annuity as well as the amount
 that would be available to an investor as a result of full surrender at the
 end of each of the contract years specified. The values shown below are based
 on the following assumptions:

..   An initial investment of $100,000 is made into each contract earning a
    gross rate of return of 0% and 6% respectively.

..   No subsequent deposits or withdrawals are made from the contract.


..   The hypothetical gross rates of return (as of December 31, 2006) are
    reduced by the arithmetic average of the fees and expenses of the
    underlying portfolios (as of December 31, 2006) and the charges that are
    deducted from the contract at the Separate Account level as follows:

..   0.97% average of all fund expenses are computed by adding Portfolio
    management fees, 12b-1 fees and other expenses of all of the underlying
    portfolios and then dividing by the number of portfolios. For purposes of
    the illustrations, we do not reflect any expense reimbursements or expense
    waivers that might apply and are described in the prospectus fee table.
    Please note that because the SP Aggressive Growth Asset Allocation
    Portfolio, the SP Balanced Asset Allocation Portfolio, the SP Conservative
    Asset Allocation Portfolio, and the SP Growth Asset Allocation Portfolio
    generally were closed to investors in 2005, the fees for such portfolios
    are not reflected in the above-mentioned average.


..   The Separate Account level charges include the Insurance Charge and
    Administration Charge (as applicable).

 The Contract Value assumes no surrender, while the Surrender Value assumes a
 100% surrender two days prior to the contract anniversary, therefore
 reflecting the withdrawal charge applicable to that contract year. Note that a
 withdrawal on the contract anniversary, or the day before the contract
 anniversary, would be subject to the withdrawal charge applicable to the next
 contract year, which usually is lower. The values that you actually experience
 under a contract will be different from what is depicted here if any of the
 assumptions we make here differ from your circumstances, however the relative
 values for each product reflected below will remain the same. (We will provide
 you with a personalized illustration upon request).

 0% GROSS RETURN




        SP ADVISOR         SP SELECT       SP FLEX ELITE II   SPAO 3 NON BONUS     SPAO 3 BONUS
    ------------------ ------------------ ------------------ ------------------ ------------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
    -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $97,678   $97,678  $97,563   $91,433  $97,439   $91,317  $97,678   $91,540  $101,485  $94,166
 2  $95,404   $95,404  $95,179   $90,068  $94,887   $88,945  $95,404   $90,279  $ 99,025  $91,902
 3  $93,183   $93,183  $92,853   $88,710  $92,401   $86,633  $93,183   $89,023  $ 96,624  $89,694
 4  $91,013   $91,013  $90,584   $87,361  $89,979   $89,979  $91,013   $87,773  $ 94,282  $87,539
 5  $88,894   $88,894  $88,371   $86,019  $87,620   $87,620  $88,894   $86,527  $ 91,996  $86,256
 6  $86,825   $86,825  $86,211   $84,687  $85,321   $85,321  $86,825   $85,288  $ 89,766  $84,979
 7  $84,803   $84,803  $84,104   $83,363  $83,080   $83,080  $84,803   $84,055  $ 87,589  $83,710
 8  $82,829   $82,829  $82,049   $82,049  $80,898   $80,898  $82,829   $82,829  $ 85,466  $85,466
 9  $80,901   $80,901  $80,044   $80,044  $78,771   $78,771  $80,901   $80,901  $ 83,394  $83,394
 10 $79,017   $79,017  $78,088   $78,088  $76,700   $76,700  $79,017   $79,017  $ 81,372  $81,372
 11 $77,178   $77,178  $76,180   $76,180  $74,681   $74,681  $77,178   $77,178  $ 79,399  $79,399
 12 $75,381   $75,381  $74,319   $74,319  $72,714   $72,714  $75,381   $75,381  $ 77,474  $77,474
 13 $73,626   $73,626  $72,468   $72,468  $70,798   $70,798  $73,626   $73,626  $ 75,596  $75,596
 14 $71,912   $71,912  $70,663   $70,663  $68,931   $68,931  $71,877   $71,877  $ 73,763  $73,763
 15 $70,237   $70,237  $68,902   $68,902  $67,111   $67,111  $70,170   $70,170  $ 71,941  $71,941
 16 $68,602   $68,602  $67,185   $67,185  $65,339   $65,339  $68,502   $68,502  $ 70,162  $70,162
 17 $67,005   $67,005  $65,509   $65,509  $63,612   $63,612  $66,873   $66,873  $ 68,427  $68,427
 18 $65,445   $65,445  $63,874   $63,874  $61,930   $61,930  $65,282   $65,282  $ 66,734  $66,734
 19 $63,921   $63,921  $62,279   $62,279  $60,290   $60,290  $63,728   $63,728  $ 65,082  $65,082
 20 $62,433   $62,433  $60,723   $60,723  $58,693   $58,693  $62,210   $62,210  $ 63,470  $63,470
 21 $60,980   $60,980  $59,205   $59,205  $57,137   $57,137  $60,727   $60,727  $ 61,897  $61,897
 22 $59,560   $59,560  $57,724   $57,724  $55,621   $55,621  $59,279   $59,279  $ 60,362  $60,362
 23 $58,173   $58,173  $56,279   $56,279  $54,143   $54,143  $57,865   $57,865  $ 58,865  $58,865
 24 $56,819   $56,819  $54,870   $54,870  $52,704   $52,704  $56,484   $56,484  $ 57,404  $57,404
 25 $55,496   $55,496  $53,495   $53,495  $51,302   $51,302  $55,134   $55,134  $ 55,978  $55,978





                                      B-4



 Assumptions:

 1. $100,000 initial investment.


 2. Fund Expenses = 0.97%.


 3. No optional death benefit(s) and/or optional living benefit(s) were elected.

 4. Strategic Partners FlexElite 2 figures do not include the optional 1%
    credit election. Had the credit been included, the Contract Values would be
    higher, due to the additional credit. However, election of the credit
    extends the surrender charge for an additional three years, thus lowering
    surrender value in those years.


 5. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor -2.33%; Strategic Partners Select -2.44%;
    Strategic Partners FlexElite 2 -2.60%; Strategic Partners Annuity One
    3/Plus 3 Non-Bonus -2.33%; Strategic Partners Annuity One 3/Plus 3 Bonus
    -2.42%.


 6. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

6% GROSS RETURN




        SP ADVISOR         SP SELECT       SP FLEX ELITE II   SPAO 3 NON BONUS     SPAO 3 BONUS
        ----------         ---------       ----------------   ----------------     ------------
    CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER CONTRACT SURRENDER
     VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE    VALUE     VALUE
    -------- --------- -------- --------- -------- --------- -------- --------- -------- ---------
                                                           
 1  $103,522 $103,522  $103,400 $ 96,863  $103,268 $ 96,740  $103,522 $ 96,976  $107,557 $ 99,754
 2  $107,179 $107,179  $106,926 $101,111  $106,653 $ 99,888  $107,179 $101,349  $111,247 $103,148
 3  $110,965 $110,965  $110,572 $105,544  $110,149 $103,139  $110,965 $105,917  $115,063 $106,659
 4  $114,884 $114,884  $114,342 $110,169  $113,759 $113,759  $114,884 $110,689  $119,009 $110,290
 5  $118,942 $118,942  $118,241 $114,994  $117,487 $117,487  $118,942 $115,674  $123,092 $115,176
 6  $123,143 $123,143  $122,273 $120,027  $121,338 $121,338  $123,143 $120,880  $127,314 $120,276
 7  $127,493 $127,493  $126,442 $125,278  $125,315 $125,315  $127,493 $126,318  $131,681 $125,597
 8  $131,996 $131,996  $130,753 $130,753  $129,422 $129,422  $131,996 $131,996  $136,198 $136,198
 9  $136,658 $136,658  $135,212 $135,212  $133,664 $133,664  $136,658 $136,658  $140,870 $140,870
 10 $141,485 $141,485  $139,822 $139,822  $138,044 $138,044  $141,485 $141,485  $145,702 $145,702
 11 $146,483 $146,483  $144,590 $144,590  $142,569 $142,569  $146,483 $146,483  $150,699 $150,699
 12 $151,657 $151,657  $149,520 $149,520  $147,241 $147,241  $151,657 $151,657  $155,868 $155,868
 13 $157,013 $157,013  $154,618 $154,618  $152,067 $152,067  $157,013 $157,013  $161,215 $161,215
 14 $162,559 $162,559  $159,890 $159,890  $157,051 $157,051  $162,559 $162,559  $166,745 $166,745
 15 $168,301 $168,301  $165,342 $165,342  $162,199 $162,199  $168,301 $168,301  $172,464 $172,464
 16 $174,246 $174,246  $170,980 $170,980  $167,515 $167,515  $174,246 $174,246  $178,380 $178,380
 17 $180,400 $180,400  $176,810 $176,810  $173,005 $173,005  $180,400 $180,400  $184,499 $184,499
 18 $186,772 $186,772  $182,838 $182,838  $178,675 $178,675  $186,772 $186,772  $190,827 $190,827
 19 $193,369 $193,369  $189,073 $189,073  $184,531 $184,531  $193,369 $193,369  $197,373 $197,373
 20 $200,199 $200,199  $195,520 $195,520  $190,579 $190,579  $200,199 $200,199  $204,143 $204,143
 21 $207,271 $207,271  $202,186 $202,186  $196,825 $196,825  $207,271 $207,271  $211,146 $211,146
 22 $214,592 $214,592  $209,080 $209,080  $203,276 $203,276  $214,592 $214,592  $218,388 $218,388
 23 $222,172 $222,172  $216,210 $216,210  $209,939 $209,939  $222,172 $222,172  $225,879 $225,879
 24 $230,019 $230,019  $223,582 $223,582  $216,820 $216,820  $230,019 $230,019  $233,627 $233,627
 25 $238,144 $238,144  $231,205 $231,205  $223,926 $223,926  $238,144 $238,144  $241,641 $241,641





 Assumptions:

 1. $100,000 initial investment.


 2. Fund Expenses = 0.97%.


 3. No optional death benefit(s) and/or optional living benefit(s) were elected.

 4. Strategic Partners FlexElite 2 figures do not include the optional 1%
    credit election. Had the credit been included, the Contract Values would be
    higher, due to the additional credit. However, election of the credit
    extends the surrender charge for an additional three years, thus lowering
    surrender value in those years.


 5. These reductions result in hypothetical net rates of return as follows:
    Strategic Partners Advisor 3.53%; Strategic Partners Select 3.41%;
    Strategic Partners FlexElite 3.24%; Strategic Partners Annuity One 3/Plus 3
    Non-Bonus 3.53%; Strategic Partners Annuity One 3/Plus Bonus 3.43%.


 6. The illustration above illustrates 100% invested into the variable
    sub-accounts. Investments into the fixed rate accounts, as noted above, may
    receive a higher rate of interest in one product over another causing
    Contract Values to differ in relation to one another.

                                      B-5




 APPENDIX C - ASSET TRANSFER FORMULA UNDER HIGHEST DAILY LIFETIME FIVE BENEFIT

 We set out below the current formula under which we may transfer amounts
 between the variable investment options and the Benefit Fixed Rate Account.
 Upon your election of Highest Daily Lifetime Five, we will not alter the asset
 transfer formula that applies to your contract. However, as discussed in
 Section 5, we reserve the right to modify this formula with respect to those
 who elect Highest Daily Lifetime Five in the future.

 TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULA:
  .   C\\u\\ - the upper target is established on the effective date of the
      Highest Daily Lifetime Five benefit (the "Effective Date") and is not
      changed for the life of the guarantee. Currently, it is 83%.

  .   C\\t\\ - the target is established on the Effective Date and is not
      changed for the life of the guarantee. Currently, it is 80%.

  .   C\\l\\ - the lower target is established on the Effective Date and is not
      changed for the life of the guarantee. Currently, it is 77%.

  .   L - the target value as of the current business day.

  .   r - the target ratio.

  .   a - the factors used in calculating the target value. These factors are
      established on the Effective Date and are not changed for the life of the
      guarantee. The factors that we use currently are derived from the a2000
      Individual Annuity Mortality Table with an assumed interest rate of 3%.
      Each number in the table "a" factors (which appears below) represents a
      factor, which when multiplied by the Highest Daily Annual Income Amount,
      projects our total liability for the purpose of asset transfers under the
      guarantee.

  .   Q - age based factors used in calculating the target value. These factors
      are established on the Effective Date and are not changed for the life of
      the guarantee. The factor is currently set equal to 1.

  .   V - the total value of all Permitted Sub-accounts in the annuity.

  .   F - the total value of all Benefit Fixed Rate Account allocations.

  .   I - the income value prior to the first withdrawal. The income value is
      equal to what the Highest Daily Annual Income Amount would be if the
      first withdrawal were taken on the date of calculation. After the first
      withdrawal the income value equals the greater of the Highest Daily
      Annual Income Amount, the quarterly step-up amount times the annual
      income percentage, and the Contract Value times the annual income
      percentage.

  .   T - the amount of a transfer into or out of the Benefit Fixed Rate
      Account.

  .   I% - annual income amount percentage. This factor is established on the
      Effective Date and is not changed for the life of the guarantee.
      Currently, this percentage is equal to 5%.

 TARGET VALUE CALCULATION:
 On each business day, a target value (L) is calculated, according to the
 following formula. If the variable Contract Value (V) is equal to zero, no
 calculation is necessary.

                                 L = I * Q * a

 Transfer Calculation:
 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines when a transfer is required:




                                    
                        Target Ratio r   =(L - F) / V.




      .   If r (greater than) C\\u\\, assets in the Permitted Sub-accounts are
          transferred to Benefit Fixed Rate Account.

      .   If r (less than) C\\l\\, and there are currently assets in the
          Benefit Fixed Rate Account (F (greater than) 0), assets in the
          Benefit Fixed Rate Account are transferred to the Permitted
          Sub-accounts.


                                      C-1




 The following formula, which is set on the Effective Date and is not changed
 for the life of the guarantee, determines the transfer amount:




                                             
T = {Min(V, [L - F - V * C\\t\\]/(1 - C\\t\\))} T(greater than)0, Money moving from the Permitted Sub-accounts to the
                                                Benefit Fixed Rate Account
T = {Min(F, [L - F - V * C\\t\\]/(1 - C\\t\\))} T(less than)0, Money moving from the Benefit Fixed Rate Account
                                                to the Permitted Sub-accounts]




 Example:
 Male age 65 contributes $100,000 into the Permitted Sub accounts and the value
 drops to $92,300 during year one, end of day one. A table of values for "a"
 appears below.

 Target Value Calculation:




                           
                          L     =I * Q * a
                                =5000.67 * 1 * 15.34
                                =76,710.28




 Target Ratio:




                        
                       r     =(L - F) / V
                             =(76,710.28 - 0)/92,300.00
                             =83.11%




 Since r (greater than) Cu ( because 83.11% (greater than) 83%) a transfer into
 the Benefit Fixed rate Account occurs.




     
    T     ={Min (V, [L - F - V * Ct]/(1 - Ct))}
          ={Min (92,300.00, [76,710.28 - 0 - 92,300.00 * 0.80]/(1 - 0.80))}
          ={Min (92,300.00, 14,351.40)}
          =14,351.40



                                      C-2




                 Age 65 "a" Factors for Liability Calculations
              (in Years and Months since Benefit Effective Date)*





       Months
 Years   1      2     3     4     5     6     7     8     9    10    11    12
 ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
                                      
  1... 15.34  15.31 15.27 15.23 15.20 15.16 15.13 15.09 15.05 15.02 14.98 14.95
  2... 14.91  14.87 14.84 14.80 14.76 14.73 14.69 14.66 14.62 14.58 14.55 14.51
  3... 14.47  14.44 14.40 14.36 14.33 14.29 14.26 14.22 14.18 14.15 14.11 14.07
  4... 14.04  14.00 13.96 13.93 13.89 13.85 13.82 13.78 13.74 13.71 13.67 13.63
  5... 13.60  13.56 13.52 13.48 13.45 13.41 13.37 13.34 13.30 13.26 13.23 13.19
  6... 13.15  13.12 13.08 13.04 13.00 12.97 12.93 12.89 12.86 12.82 12.78 12.75
  7... 12.71  12.67 12.63 12.60 12.56 12.52 12.49 12.45 12.41 12.38 12.34 12.30
  8... 12.26  12.23 12.19 12.15 12.12 12.08 12.04 12.01 11.97 11.93 11.90 11.86
  9... 11.82  11.78 11.75 11.71 11.67 11.64 11.60 11.56 11.53 11.49 11.45 11.42
  10.. 11.38  11.34 11.31 11.27 11.23 11.20 11.16 11.12 11.09 11.05 11.01 10.98
  11.. 10.94  10.90 10.87 10.83 10.79 10.76 10.72 10.69 10.65 10.61 10.58 10.54
  12.. 10.50  10.47 10.43 10.40 10.36 10.32 10.29 10.25 10.21 10.18 10.14 10.11
  13.. 10.07  10.04 10.00  9.96  9.93  9.89  9.86  9.82  9.79  9.75  9.71  9.68
  14..  9.64   9.61  9.57  9.54  9.50  9.47  9.43  9.40  9.36  9.33  9.29  9.26
  15..  9.22   9.19  9.15  9.12  9.08  9.05  9.02  8.98  8.95  8.91  8.88  8.84
  16..  8.81   8.77  8.74  8.71  8.67  8.64  8.60  8.57  8.54  8.50  8.47  8.44
  17..  8.40   8.37  8.34  8.30  8.27  8.24  8.20  8.17  8.14  8.10  8.07  8.04
  18..  8.00   7.97  7.94  7.91  7.88  7.84  7.81  7.78  7.75  7.71  7.68  7.65
  19..  7.62   7.59  7.55  7.52  7.49  7.46  7.43  7.40  7.37  7.33  7.30  7.27
  20..  7.24   7.21  7.18  7.15  7.12  7.09  7.06  7.03  7.00  6.97  6.94  6.91
  21..  6.88   6.85  6.82  6.79  6.76  6.73  6.70  6.67  6.64  6.61  6.58  6.55
  22..  6.52   6.50  6.47  6.44  6.41  6.38  6.36  6.33  6.30  6.27  6.24  6.22
  23..  6.19   6.16  6.13  6.11  6.08  6.05  6.03  6.00  5.97  5.94  5.92  5.89
  24..  5.86   5.84  5.81  5.79  5.76  5.74  5.71  5.69  5.66  5.63  5.61  5.58
  25..  5.56   5.53  5.51  5.48  5.46  5.44  5.41  5.39  5.36  5.34  5.32  5.29
  26..  5.27   5.24  5.22  5.20  5.18  5.15  5.13  5.11  5.08  5.06  5.04  5.01
  27..  4.99   4.97  4.95  4.93  4.91  4.88  4.86  4.84  4.82  4.80  4.78  4.75
  28..  4.73   4.71  4.69  4.67  4.65  4.63  4.61  4.59  4.57  4.55  4.53  4.51
  29..  4.49   4.47  4.45  4.43  4.41  4.39  4.37  4.35  4.33  4.32  4.30  4.28
  30..  4.26   4.24  4.22  4.20  4.18  4.17  4.15  4.13  4.11  4.09  4.07  4.06
  31..  4.04   4.02  4.00  3.98  3.97  3.95  3.93  3.91  3.90  3.88  3.86  3.84
  32..  3.83   3.81  3.79  3.78  3.76  3.74  3.72  3.71  3.69  3.67  3.66  3.64
  33..  3.62   3.61  3.59  3.57  3.55  3.54  3.52  3.50  3.49  3.47  3.45  3.44
  34..  3.42   3.40  3.39  3.37  3.35  3.34  3.32  3.30  3.29  3.27  3.25  3.24
  35..  3.22   3.20  3.18  3.17  3.15  3.13  3.12  3.10  3.08  3.07  3.05  3.03
  36..  3.02   3.00  2.98  2.96  2.95  2.93  2.91  2.90  2.88  2.86  2.85  2.83
  37..  2.81   2.79  2.78  2.76  2.74  2.73  2.71  2.69  2.68  2.66  2.64  2.62
  38..  2.61   2.59  2.57  2.56  2.54  2.52  2.51  2.49  2.47  2.45  2.44  2.42
  39..  2.40   2.39  2.37  2.35  2.34  2.32  2.30  2.29  2.27  2.25  2.24  2.22
  40..  2.20   2.19  2.17  2.15  2.14  2.12  2.11  2.09  2.07  2.06  2.04  2.02
  41..  2.01   1.84  1.67  1.51  1.34  1.17  1.00  0.84  0.67  0.50  0.33  0.17




 *  The values set forth in this table are applied to all ages.


                                      C-3




            PLEASE SEND ME A STATEMENT OF ADDITIONAL INFORMATION THAT CONTAINS
            FURTHER DETAILS ABOUT THE PRUCO LIFE ANNUITY DESCRIBED IN
            PROSPECTUS ORD01091 (05/2007).


                      ------------------------
                               (print your name)

                      ------------------------
                                   (address)

                      ------------------------
                             (city/state/zip code)

                               MAILING ADDRESS:

                       PRUDENTIAL ANNUITY SERVICE CENTER
                                 P.O. Box 7960
                            Philadelphia, PA 19176




[LOGO]
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777









ORD01091
                                   PRSRT STD
                                 U.S. POSTAGE
                                     PAID
                                 LANCASTER, PA
                                PERMIT NO. 1793



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registation Fees

Pruco Life registered $200 million of interests in the market value adjusted
annuity contracts described in this registration statement. Pruco Life has paid
$16,180 to the SEC for the registration fees required under the Securities Act
of 1933.

Federal Taxes


Pruco Life estimated the federal tax effect associated with the deferred
acquisition costs attributable to receipt of $30 million of purchase payments
over a two year period to be approximately $118,400.


State Taxes


Pruco Life estimated that approximately $6,400 in premium taxes would be owed
upon receipt of purchase payments under the contracts, and that additional
premium taxes in the approximate amount of $64,000 would be owed if the full
$32 million of purchase payments were applied to annuity options.


Printing Costs


Pruco Life estimated that the costs of printing prospectuses for the amount of
securities registered herein would be approximately $200,000.


Legal Costs

This registration statement was prepared by Prudential attorneys whose time is
allocated to Pruco Life.

Accounting Costs

PricewaterhouseCoopersLLP, the independent registered public accounting firm
that audits Pruco Life's financials, charges approximately $10,000 in
connection with each filing of this registration statement with the Commission.

Premium Paid to Indemnify Officers

Officers and Directors of Pruco Life are indemnified under a policy that also
covers officers and directors of other entities controlled by Prudential
Financial, Inc. A portion of the cost of that policy is attributed to Pruco
Life.

                                     II-1



ITEM 15.INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

Arizona, the state of organization of Pruco Life Insurance Company ("Pruco"),
permits entities organized under its jurisdiction to indemnify directors and
officers with certain limitations. The relevant provisions of Arizona law
permitting indemnification can be found in Section 10-850 et. seq. of the
Arizona Statutes Annotated. The text of Pruco's By-law, Article VIII, which
relates to indemnification of officers and directors, is incorporated by
reference to Exhibit 3(ii) to its form 10-Q filed August 15, 1997.

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

ITEM 16.EXHIBITS

(A) EXHIBITS

(1) Form of a Distribution Agreement between Prudential Investment Management
Services, Inc., "PIMS" (Principal Underwriter) and Pruco Life Insurance Company
(Depositor). (Note 2)

(3) (i) Articles of Incorporation of Pruco Life Insurance Company, as amended
through October 19, 1993 (Note 6)

(ii) By-Laws of Pruco Life Insurance Company, as amended through May 6, 1997
(Note 7)

(4)(a) Strategic Partners Variable Annuity Contract VBON-2000 (Note 3)

(b)Strategic Partners Variable Annuity Contract VDCA-2000 (Note 3)

(c)Strategic Partners MVA Endorsement ORD 112805 (Note 5)

(d)Strategic Partners Application ORD 99730 (Note 5)

                                     II-2



(e) Strategic Partners FlexElite Variable Annuity Contract VFLX-2003 (Note 4)

(f) Strategic Partners FlexElite Application (Note 8)

(g) Strategic Partners SPAO and FlexElite GMIB Endorsement ORD 112963 (Note 9)

(h) Strategic Partners SPAO Application (Note 10)

(i) Strategic Partners FlexElite Application (Note 10)

(j) Strategic Partners SPAO and FlexElite GMIB Endorsement Supplement ORD
112963 (Note 10)

(k) Periodic Value Death Benefit Endorsement (HDV) (Note 11)

(l) Schedule Supplement Periodic Value Death Benefit (HDV) (Note 11)

(m) Guaranteed Minimum Payments Benefit Endorsement (Lifetime 5) (Note 11)

(n) Schedule Supplement Guaranteed Minimum Payments Benefit (Lifetime 5) (Note
11)

(o) Strategic Partners SPAO and FlexElite Joint and Survivor Guaranteed Minimum
Payments Benefit Schedule (Spousal Lifetime Five) (Note 12)



(23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm (Note 1)

(24) Powers of Attorney:

(a) James J. Avery, Jr., Helen M. Galt, Bernard J. Jacob, Ronald P. Joelson,
and David R. Odenath, Jr. (Note 13)

(Note 1) Filed herewith.

(Note 2) Incorporated by reference to Post Effective Amendment No. 4 on Form
S-1, Registration No. 33-61143, filed April 15, 1999, on behalf the Pruco Life
Insurance Company.

(Note 3) Incorporated by reference to the initial registration on Form N-4,
Registration No. 333-37728, filed May 24, 2000 on behalf of the Pruco Life
Flexible Premium Variable Annuity Account.

                                     II-3



(Note 4) Incorporated by reference to Post-Effective Amendment No. 1 to Form
N-4, Registration No. 333-75702, filed February 14, 2003 on behalf of Pruco
Life Flexible Premium Variable Annuity Account.

(Note 5) Incorporated by reference to initial Form S-3 Registration Statement
No. 333-103474 filed February 27, 2003 on behalf of Pruco Life Insurance
Company.

(Note 6) Incorporated by reference to the initial registration on Form S-6,
Registration No. 333-07451, filed July 2, 1999 on behalf of the Pruco Life
Variable Appreciable Account.

(Note 7) Incorporated by reference to Form 10-Q as filed August 15, 1997 on
behalf of Pruco Life Insurance Company.

(Note 8) Incorporated by reference to Post-Effective Amendment No. 2 to Form
N-4, Registration No. 333-75702, filed April 23, 2003 on behalf of Pruco Life
Flexible Premium Variable Annuity Account.

(Note 9) Incorporated by reference to Post-Effective Amendment No. 11 to Form
N-4, Registration No. 333-37728, filed November 14, 2003 on behalf of Pruco
Life Flexible Premium Variable Annuity Account.

(Note 10) Incorporated by reference to Post-Effective Amendment No. 3 to Form
S-3, Registration No. 333-103474, filed April 12, 2004 on behalf of Pruco Life
Insurance Company.

(Note 11) Incorporated by reference to Post-Effective Amendment No. 5 to Form
N-4, Registration No. 333-75702, filed January 20, 2005 on behalf of Pruco Life
Flexible Premium Variable Annuity Account.

(Note 12) Incorporated by reference to Post-Effective Amendment No. 6 to Form
S-3, Registration No. 333-103474, filed February 7, 2006 on behalf of Pruco
Life Insurance Company.

(Note 13) Incorporated by reference to Post-Effective Amendment No. 13 to Form
S-3, Registration No. 33-61143, filed April 19, 2006 on behalf of Pruco Life
Insurance Company.

(Note 14) Incorporated by reference to Post-Effective Amendment No. 6 to Form
S-3, Registration No. 333-103474, filed April 21, 2006 on behalf of Pruco Life
Insurance Company.

ITEM 17.UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10 (a)(3) of the Securities
Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

                                     II-4



(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                     II-5



                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark, State of New Jersey, on this 20th day of
April, 2007.



                                              PRUCO LIFE INSURANCE COMPANY
                                                      (Registrant)

                                              By: /s/ SCOTT D. KAPLAN
                                                  -----------------------------
                                                  SCOTT D. KAPLAN
                                                  PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

                              SIGNATURE AND TITLE


/s/*                                  April 20, 2007
- ------------------------------------
JAMES J. AVERY JR
DIRECTOR

/s/*                                  *By: /s/ THOMAS C. CASTANO
- ------------------------------------       -----------------------------------
BERNARD J. JACOB                           THOMAS C. CASTANO
DIRECTOR                                   (ATTORNEY-IN-FACT)

/s/*
- ------------------------------------


TUCKER I. MARR
CHIEF FINANCIAL OFFICER

/s/*
- ------------------------------------
SCOTT D. KAPLAN
DIRECTOR

/s/*
- ------------------------------------
HELEN M. GALT
DIRECTOR, Senior Vice President and
Chief Actuary

/s/*
- ------------------------------------
RONALD P. JOELSON.
DIRECTOR

/s/*
- ------------------------------------
DAVID R. ODENATH, JR.
DIRECTOR


                                     II-6



                                 EXHIBIT INDEX

(23) Written Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm